Stellantis (NYSE: STLA) prices €4.0B and £865M perpetual hybrid bond offering

Rhea-AI Filing Summary

Stellantis N.V. is issuing subordinated perpetual hybrid bonds totaling €4.0 billion and £865 million to strengthen its capital structure and liquidity position. The offering includes €2.2 billion of perpetual fixed rate resettable securities with a 5.25-year non-call period and a 6.250% annual coupon until June 16, 2031, and €1.8 billion of similar securities with an 8-year non-call period and a 6.875% annual coupon until March 16, 2034. Stellantis is also issuing £865 million of perpetual fixed rate resettable securities with a 6.5-year non-call period and an 8.250% annual coupon until September 16, 2032. Settlement is expected on March 16, 2026, fully utilizing the Board’s authorization to issue up to €5 billion of subordinated perpetual hybrid bonds.

Insights

Capital structure and credit analyst

Stellantis adds sizeable hybrid capital to bolster balance sheet resilience.

Stellantis is issuing subordinated perpetual hybrid bonds in three tranches: €2.2 billion at 6.250%, €1.8 billion at 6.875%, and £865 million at 8.250%, all perpetual with fixed-rate periods until their first reset dates. These securities are subordinated and non-callable for 5.25, 8, and 6.5 years respectively.

Hybrid bonds are typically treated partly as equity by rating agencies, so this structure can support leverage metrics while providing long-term funding. In return, Stellantis commits to relatively high coupons in euro and sterling, which lock in funding costs at the stated rates until the reset dates.

The issuance fully uses the Board’s authorization to issue up to €5 billion of subordinated perpetual hybrids and is described as strengthening capital structure and liquidity. Subsequent disclosures in future reports may clarify how this hybrid layer interacts with Stellantis’ broader debt profile and capital allocation.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 6-K

_______________________________

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File No. 001-36675

_______________________________

STELLANTIS N.V.

(Translation of Registrant’s Name Into English)

_______________________________

Taurusavenue 1

2132LS, Hoofddorp

The Netherlands

Tel. No.: +31 237001511

(Address of Principal Executive Offices)

_______________________________

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

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(7): o

The following exhibit is furnished herewith:

Exhibit 99.1 Press release issued by Stellantis N.V. dated March 11, 2026.

SIGNATURE

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

Date: March 11, 2026			STELLANTIS N.V.
			By:			/s/ Giorgio Fossati
						Name: Giorgio Fossati
						Title: General Counsel

Index of Exhibits

Exhibit Number			Description of Exhibit
99.1			Press release issued by Stellantis N.V. dated March 11, 2026.

Exhibit 99.1

Stellantis Announces Pricing of Hybrid Bonds Offering

AMSTERDAM, March 11, 2026 – Stellantis N.V. today announced the pricing of its offering of subordinated perpetual hybrid bonds, executed on March 10.

The issuance will be structured in the following tranches:

•€2.2 billion Perpetual Fixed Rate Resettable Capital Securities, having a non-call period of 5.25 years, perpetual maturity and an annual coupon of 6.250% until the first reset date of June 16, 2031;

•€1.8 billion Perpetual Fixed Rate Resettable Capital Securities, having a non-call period of 8 years, perpetual maturity and an annual coupon of 6.875% until the first reset date of March 16, 2034; and

•£865 million Perpetual Fixed Rate Resettable Capital Securities, having a non-call period of 6.5 years, perpetual maturity and an annual coupon of 8.250% until the first reset date of September 16, 2032.

The settlement of the offering is expected to occur on March 16, 2026. The offering fully utilizes the authorization granted by the Company’s Board of Directors to issue up to €5 billion subordinated perpetual hybrid bonds, as previously communicated.

This issuance will further strengthen Stellantis’ capital structure and liquidity position.

# # #

About Stellantis

Stellantis N.V. (NYSE: STLA / Euronext Milan: STLAM / Euronext Paris: STLAP) is a leading global automaker, dedicated to giving its customers the freedom to choose the way they move, embracing the latest technologies and creating value for all its stakeholders. Its unique portfolio of iconic and innovative brands includes Abarth, Alfa Romeo, Chrysler, Citroën, Dodge, DS Automobiles, FIAT, Jeep®, Lancia, Maserati, Opel, Peugeot, Ram, Vauxhall, Free2move and Leasys. For more information, visit www.stellantis.com

@Stellantis Stellantis Stellantis Stellantis

For more information, contact:

Fernão SILVEIRA +31 6 43 25 43 41 – fernao.silveira@stellantis.com

Nathalie ROUSSEL +33 6 87 77 41 82 – nathalie.roussel@stellantis.com

communications@stellantis.com

www.stellantis.com

FAQ

What hybrid bonds is Stellantis (STLA) issuing in this offering?

Stellantis is issuing subordinated perpetual hybrid bonds in three tranches: €2.2 billion and €1.8 billion euro-denominated securities, plus £865 million sterling-denominated securities. All are perpetual, fixed rate resettable instruments with defined non-call periods and initial coupon rates before their first reset dates.

What are the coupon rates on Stellantis’ new hybrid bonds?

The new hybrids carry fixed annual coupons during their initial periods: 6.250% on the €2.2 billion tranche, 6.875% on the €1.8 billion tranche, and 8.250% on the £865 million tranche. Each rate applies until the respective first reset dates specified in the terms.

When can Stellantis first call its newly issued hybrid bonds?

The hybrids have non-call periods before Stellantis can redeem them. The €2.2 billion tranche is non-callable for 5.25 years, the €1.8 billion tranche for 8 years, and the £865 million tranche for 6.5 years. After these periods, call rights and reset mechanisms begin.

How does this hybrid bond issuance affect Stellantis’ capital structure?

Stellantis states that the subordinated perpetual hybrid bond issuance will further strengthen its capital structure and liquidity position. Hybrid bonds are subordinated and often receive partial equity treatment, adding a long-term capital layer without immediate equity dilution while providing funding stability.

What is the total size of Stellantis’ new hybrid bond offering?

The offering consists of €2.2 billion and €1.8 billion euro-denominated hybrids plus £865 million sterling-denominated hybrids. Stellantis notes that this transaction fully utilizes the Board authorization to issue up to €5 billion of subordinated perpetual hybrid bonds previously granted.

When is settlement of the Stellantis hybrid bond offering expected?

Settlement of the hybrid bond offering is expected to occur on March 16, 2026. From that date, the subordinated perpetual securities and their initial fixed coupon periods will be in effect, subject to the detailed terms, non-call periods, and reset dates described by Stellantis.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 11.3 KB