Stellantis sets 6.75% and 7.40% notes due 2031, 2036

Available on EDGAR 09/16/2026 - 04:04 PM EDT Accepted by SEC EDGAR 09/16/2026 - 04:03 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Stellantis N.V. (STLA) filed a Form 6-K to furnish documentation related to a registered debt offering by its subsidiary Stellantis Finance US Inc. The filing includes an underwriting agreement and an indenture with The Bank of New York Mellon as trustee, together with an officer’s certificate setting the terms of new 6.750% Fixed Rate Notes due 2031 and 7.400% Fixed Rate Notes due 2036. The submission also provides forms of global securities and related guarantees, as well as Dutch and U.S. legal opinions and related consents, for incorporation by reference into existing Form F-3 shelf registration statements.

Filing Explained

The filing incorporates the debt-offering documents into Stellantis’s Form F-3 registration statements, but its disclosed state is documentation and note terms—not a stated issuance, sale, or proceeds amount—so the new borrowing cannot be sized from this filing.

Key Figures

Coupon rate, 2031 Fixed Rate Notes: 6.750% Maturity, 2031 Fixed Rate Notes: 2031 Coupon rate, 2036 Fixed Rate Notes: 7.400% +3 more

6 metrics

Coupon rate, 2031 Fixed Rate Notes 6.750% Interest rate on Fixed Rate Notes due 2031 set in officer’s certificate

Maturity, 2031 Fixed Rate Notes 2031 Stated maturity year of the 6.750% Fixed Rate Notes

Coupon rate, 2036 Fixed Rate Notes 7.400% Interest rate on Fixed Rate Notes due 2036 set in officer’s certificate

Maturity, 2036 Fixed Rate Notes 2036 Stated maturity year of the 7.400% Fixed Rate Notes

Form F-3 file number 1 333-297933 Registration statement into which this Form 6-K is incorporated by reference

Form F-3 file number 2 333-297933-01 Related registration statement also incorporating this Form 6-K

Key Terms

Underwriting Agreement, Indenture, Fixed Rate Notes, Global Security, +2 more

6 terms

Underwriting Agreement financial

"Underwriting Agreement, dated September 10, 2026, among Stellantis Finance US Inc."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Indenture financial

"Indenture, dated September 16, 2026, among Stellantis Finance US Inc."

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Fixed Rate Notes financial

"setting forth the terms of the (i) 6.750% Fixed Rate Notes due 2031"

Debt securities that pay a set, unchanging interest rate for a specified period and return the original loan amount at maturity. They matter to investors because they offer predictable income—like a fixed rent check from a building—but their market value can still move with overall interest rates and the issuer’s credit, affecting resale price and risk if you sell before maturity.

Global Security financial

"Form of Global Security and Guarantee representing the 6.750% Fixed Rate Notes"

Officer’s Certificate financial

"Officer’s Certificate of Stellantis Finance US Inc., pursuant to Section 3.01"

incorporation by reference regulatory

"THIS REPORT ON FORM 6-K IS BEING FILED FOR THE PURPOSES OF INCORPORATION BY REFERENCE"

Incorporation by reference is a legal shortcut used in regulatory filings where one document makes another document part of itself by pointing to it instead of repeating its content—like telling readers “see chapter 3 of another book” and treating that chapter as if printed in the current file. Investors care because information included this way is legally binding for disclosure and can change the view of a company’s risks, obligations and value, so the referenced material must be reviewed to understand the full picture.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Stellantis N.V. (STLA) reporting in this Form 6-K?

Stellantis N.V. is furnishing documents for a debt offering by Stellantis Finance US Inc., including an underwriting agreement, an indenture, and terms for 6.750% notes due 2031 and 7.400% notes due 2036, for incorporation into its existing Form F-3 shelf registration.

What types of securities are described in Stellantis N.V. (STLA)'s September 2026 Form 6-K?

The filing describes two series of Fixed Rate Notes: one bearing interest at 6.750% and maturing in 2031, and another bearing interest at 7.400% and maturing in 2036, along with related global security forms and guarantees.

How will this Stellantis N.V. (STLA) Form 6-K be used with existing registration statements?

The Form 6-K will be incorporated by reference into Stellantis N.V.’s Form F-3 registration statements (File Nos. 333-297933 and 333-297933-01) and will be deemed part of those statements from the date of this filing.

Which parties are involved in the underwriting agreement referenced by STLA?

The underwriting agreement is among Stellantis Finance US Inc., Stellantis N.V., and multiple underwriters including Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and others.

What legal opinions are included in Stellantis N.V. (STLA)'s Form 6-K?

The filing includes a Dutch law opinion from De Brauw Blackstone Westbroek N.V. and a New York law opinion from Sullivan & Cromwell LLP, together with their related consents, addressing legal matters for Stellantis N.V. and Stellantis Finance US Inc.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File No.: 001-36675

Stellantis N.V.

(Translation of registrant’s name into English)

Taurusavenue 1

2132LS, Hoofddorp

The Netherlands

(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 ☒     Form 40-F ☐

THIS REPORT ON FORM 6-K IS BEING FILED FOR THE PURPOSES OF INCORPORATION BY REFERENCE IN THE REGISTRATION STATEMENTS ON FORM F-3 (FILE NOS. 333-297933 AND 333-297933-01). THIS REPORT SHALL BE DEEMED FILED AND INCORPORATED BY REFERENCE IN SUCH REGISTRATION STATEMENTS AND SHALL BE DEEMED TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXHIBIT INDEX

Exhibit Number		Description
1.1		Underwriting Agreement, dated September 10, 2026, among Stellantis Finance US Inc., Stellantis N.V., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs  & Co. LLC, Intesa Sanpaolo IMI Securities Corp., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and SMBC Nikko Securities America, Inc..
4.1		Indenture, dated September 16, 2026, among Stellantis Finance US Inc., Stellantis N.V., and The Bank of New York Mellon, as trustee.
4.2		Officer’s Certificate of Stellantis Finance US Inc., pursuant to Section 3.01 of the Indenture dated September  16, 2026, setting forth the terms of the (i) 6.750% Fixed Rate Notes due 2031, and (ii) 7.400% Fixed Rate Notes due 2036.
4.3		Form of Global Security and Guarantee representing the 6.750% Fixed Rate Notes due 2031 (included as part of Exhibit 4.2).
4.4		Form of Global Security and Guarantee representing the 7.400% Fixed Rate Notes due 2036 (included as part of Exhibit 4.2).
5.1		Opinion of De Brauw Blackstone Westbroek N.V., Dutch legal advisors to Stellantis N.V., as to certain matters of Dutch law.
5.2		Opinion of Sullivan & Cromwell LLP, U.S. legal advisors to Stellantis Finance US Inc. and Stellantis N.V., as to certain matters of New York law.
23.1		Consent of De Brauw Blackstone Westbroek N.V. (included as part of Exhibit 5.1).
23.2		Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.2).

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.

				Stellantis N.V.
				(Registrant)
Dated: September 16, 2026				By:		/s/ Giorgio Fossati
						Name: Giorgio Fossati
						Title: General Counsel

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 360.9 KB
• EX-4.1 EX-4.1 549.6 KB
• EX-4.2 EX-4.2 102.9 KB
• EX-5.1 EX-5.1 108.9 KB
• EX-5.2 EX-5.2 9.1 KB