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Stellantis (NYSE: STLA) reports 2025 loss, halts dividend and outlines key 2026 AGM votes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Stellantis N.V. has called its 2026 Annual General Meeting for April 14, 2026 in Amsterdam and published the full agenda, voting procedures and governance materials. Shareholders will vote on the 2025 annual accounts, director (re)appointments, auditor appointments, capital authorities and share repurchases.

For 2025, Stellantis reports net revenues of €153.5 billion, a net loss of €22.3 billion, adjusted operating loss of €0.8 billion and industrial free cash flow of €−4.5 billion. Because of the net loss, the dividend policy is suspended and no 2026 annual dividend will be paid; the loss is allocated to retained earnings.

The board proposes to reappoint John Elkann as executive director, Robert Peugeot and Henri de Castries as non‑executive directors and to appoint Juergen Esser as an additional non‑executive director, each for a term ending after the 2028 AGM. Deloitte Accountants B.V. is proposed as both independent auditor and sustainability assurance provider for 2026.

Shareholders are asked to authorize the board for 18 months to issue new common shares and grant subscription rights up to 10% of issued common shares, to limit or exclude pre‑emptive rights within that limit, and to repurchase up to 10% of issued common shares within a defined price range. Voting at the AGM is capped by a 30% maximum voting threshold per shareholder (including concert parties). As of March 2, 2026 Stellantis has 2,897,483,196 common shares outstanding and 866,383,062 Class A special voting shares outstanding, for a total of 3,763,866,258 voting rights.

Positive

  • None.

Negative

  • Large 2025 loss and negative cash flow: Stellantis reports net revenues of €153.5 billion but a net loss of €22.3 billion, adjusted operating loss of €0.8 billion and industrial free cash flow of €−4.5 billion for 2025, indicating significant profitability and cash generation pressure.
  • Dividend policy suspended: In light of the 2025 net loss, Stellantis has suspended its dividend policy, so no ordinary annual dividend will be distributed in 2026, directly reducing near‑term cash returns to shareholders.

Insights

Stellantis posts a large 2025 loss, suspends its dividend and resets governance and incentive structures ahead of the 2026 AGM.

Stellantis discloses weak 2025 financials: net revenues of €153.5 billion but a net loss of €22.3 billion, adjusted operating loss of €0.8 billion and industrial free cash flow of €−4.5 billion. The loss leads to suspension of the ordinary dividend policy, with no annual dividend in 2026, and the deficit is booked to retained earnings.

Compensation and incentives are tightly linked to these results. The 2025 annual cash incentive plan required positive free cash flow, which was not met, so the CEO and Chairman received no 2025 bonus. The 2023–2025 performance share plan paid out at only 23.4% of target, reflecting underperformance against multi‑year metrics. This demonstrates that variable pay is genuinely performance‑sensitive.

On governance, shareholders are asked to reappoint key directors and add Juergen Esser as a new non‑executive with financial and digital expertise, while maintaining Dutch and NYSE independence thresholds. The AGM will also vote on standard 18‑month authorities to issue up to 10% new common shares and repurchase up to 10%, and confirms a 30% maximum voting threshold per shareholder. Subsequent filings around the April 14, 2026 AGM will show how investors respond to the loss, dividend suspension and pay outcomes.




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 99.1Press release issued by Stellantis N.V. dated March 2, 2026.
Exhibit 99.2Notice of the Annual General Meeting
Exhibit 99.3Agenda and Explanatory Notes
Exhibit 99.4Bio of Juergen Esser
Exhibit 99.5Letter to Stellantis Shareholders from the chair of the Remuneration Committee
Exhibit 99.62025 Remuneration Report
Exhibit 99.7Corporate Governance Statement
Exhibit 99.8Outstanding Share Capital and Voting Rights at the Date of the Notice
Exhibit 99.9Shares registered in the United States - Proxy card













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 3, 2026
          STELLANTIS N.V.
By:
/s/ Giorgio Fossati
Name: Giorgio Fossati
Title: General Counsel







Index of Exhibits


Exhibit
Number
Description of Exhibit
99.1Press release issued by Stellantis N.V. dated March 2, 2026.
99.2Notice of the Annual General Meeting
99.3Agenda and Explanatory Notes
99.4Bio of Juergen Esser
99.5Letter to Stellantis Shareholders from the chair of the Remuneration Committee
99.62025 Remuneration Report
99.7Corporate Governance Statement
99.8Outstanding Share Capital and Voting Rights at the Date of the Notice
99.9Shares registered in the United States - Proxy card



Exhibit 99.1


Stellantis Publishes Agenda for 2026 Annual General Meeting of Shareholders

AMSTERDAM, March 2, 2026 – Stellantis N.V. today announced the publication of the agenda and explanatory notes for its 2026 Annual General Meeting of Shareholders (AGM), which is scheduled for April 14, 2026, in Amsterdam.

The terms of office of John Elkann, as executive director, and Robert Peugeot and Henri de Castries, as non-executive directors, will conclude at the end of the AGM. John Elkann and Robert Peugeot are proposed for re-election in the respective roles upon binding nomination by Exor N.V. and Établissements Peugeot Frères S.A. / Peugeot Invest S.A., respectively. In addition, the Stellantis Board of Directors, based on the recommendation of the ESG Committee, has resolved to propose the re-election of Henri de Castries as non-executive director and the appointment of Juergen Esser as an additional non-executive director. If elected, all proposed directors will serve a two-year term.

Juergen Esser brings strong experience and clear ambition to deliver industry-leading value creation, supported by digitally enabled business models. He holds a Diploma in Political Economies from the Friedrich-Wilhelms-University in Bonn, Germany, and currently serves as Deputy CEO and Chief Financial, Technology & Data Officer at Danone. The Board believes that his appointment will further enhance its collective expertise and operational effectiveness.


The official notice of the AGM, along with explanatory notes and related materials – including biography of the non-executive director proposed to join the Board and the voting instructions – is now available in the Investors section of Stellantis’ corporate website at www.stellantis.com. Shareholders may also request a printed copy of these materials, including Stellantis’ audited financial statements for the year ended December 31, 2025, using the contact information provided below.

# # #






















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.

twitter1a.jpg@Stellantis
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For more information, contact:

communications@stellantis.com












Exhibit 99.2


NOTICE OF THE ANNUAL GENERAL MEETING STELLANTIS N.V.

The annual general meeting of shareholders (the “AGM”) of Stellantis N.V. (the “Company” or“Stellantis”) will be held on Tuesday, April 14, 2026 at 2:00 p.m. CEST.

The AGM will be held at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands. The AGM will be held in English.

AGENDA

1.    Opening

2.    Annual Report 2025

a.Report of the Board of Directors for the financial year 2025 (discussion)

b.Main items of corporate governance structure and compliance with Dutch Corporate Governance Code (discussion)

c.Policy on additions to reserves and on dividends (discussion)

d.Remuneration Report 2025 (advisory voting)

e.Adoption of the Annual Accounts 2025 (voting)

f.Granting of discharge to the directors in respect of the performance of their duties during the financial year 2025 (voting)

3.    Appointment of Executive and Non-Executive Directors

a.Proposal to re-appoint Mr. John Elkann as Executive Director (voting)

b.Proposal to re-appoint Mr. Robert Peugeot as Non-Executive Director (voting)

c.Proposal to re-appoint Mr. Henri de Castries as Non-Executive Director (voting)

d.Proposal to appoint Mr. Juergen Esser as Non-Executive Director (voting)

4.    Appointment of the auditor and assurance provider

a.Proposal to appoint Deloitte Accountants B.V. as the Company's independent auditor for the financial year 2026 (voting)

b.Proposal to appoint Deloitte Accountants B.V. as the Company's assurance provider for the financial year 2026 (voting)



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5.    Delegation to the Board of Directors of the authority to issue shares in the capital of the Company and to limit or to exclude pre-emptive rights

a.Proposal to designate the Board of Directors as the corporate body authorized to issue common shares and to grant rights to subscribe for common shares as provided for in article 7 of the Company’s articles of association (voting)

b.Proposal to designate the Board of Directors as the corporate body authorized to limit or to exclude pre-emption rights for common shares as provided for in article 8 of the Company’s articles of association (voting)

6.    Delegation to the Board of Directors of the authority to acquire common shares in the Company's capital

Proposal to authorize the Board of Directors to acquire fully paid-up common shares in the Company’s own share capital in accordance with article 9 of the Company’s articles of association (voting)

7.    Closing


AGM DOCUMENTS

This notice, the agenda with explanatory notes, the Annual Report 2025 (including the financial statements), and other documents relevant for the AGM are available on the Company's website (www.stellantis.com).

The relevant AGM materials are also available at the Company's offices (Taurusavenue 1, 2132 LS Hoofddorp, the Netherlands) for shareholders and other persons entitled to attend the meeting who will receive a copy free of charge upon request.

HOLDING SHARES IN STELLANTIS' CAPITAL

Stellantis' shareholders can hold their shares in Stellantis as follows:

1)    Loyalty register. Shareholders holding special voting shares and common shares or shareholders holding common shares electing to receive special voting shares upon completion of the required holding period (the “Loyalty Shareholders”) registered in the Company's loyalty register (the “Loyalty Register”).

The Loyalty Register is maintained on the Company's behalf in the records of the Company’s agents being Computershare Trust Co. NA, Computershare S.p.A. and Société Générale Securities Services France (the “Agents and each the “Agent”).

2)    Euroclear France (EFR). Shareholders holding common shares in an intermediary account with a participant in the EFR system (the “EFR Participant Account”).

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3)    Monte Titoli (MT). Shareholders holding common shares in an intermediary account with a participant in the Monte Titoli system (the “MT Participant Account”).

4)    Depository Trust Co. (DTC). Shareholders holding common shares in a bank, brokerage or other intermediary account with a participant in the DTC system (the “DTC Participant Account”); and

5)    Registered shareholders. Shareholders holding common shares in registered form (the “Registered Shareholders”) in the Company's shareholders register (the “Shareholders Register”), maintained by Computershare Trust Co. NA, as the Company's transfer agent (the “Transfer Agent” and together with the Agents, the “AGM Agents”).

RECORD DATE AND FINAL REGISTRATION DATE

Under Dutch law and the Company’s articles of association, in order to be entitled to attend and, if applicable, to vote at the AGM, shareholders and other persons entitled to attend the AGM, must (i) be registered as of Tuesday March 17, 2026 (the “Record Date”), in the register established for that purpose by the Board of Directors (the “AGM Register”) after reflecting all debit and credit entries as of the Record Date, regardless of whether the shares are still held by such holders at the date of the AGM and (ii) request registration in the manner mentioned below.

The AGM Register established by the Board of Directors is: (i) in respect of Loyalty Shareholders, the Loyalty Register, (ii) in respect of shareholders holding common shares in (a) an EFR Participant Account, (b) a MT Participant Account or (c) a DTC Participant Account, the administration of the relevant bank, brokerage or other intermediary (the “Intermediary”) and (iii) in respect of Registered Shareholders, the Shareholders Register.

The Final Registration Date (as referred to in the Company's articles of association) for this AGM is Tuesday April 7, 2026 at 5:00 p.m. CEST.

ATTENDANCE AND VOTING
Ad (i). Loyalty shareholders
The AGM Agents will send the AGM documentation to Loyalty Shareholders at the email addresses of such shareholders as they appear from the records maintained by the relevant AGM Agent, including instructions that allows them to attend the AGM or to give their voting instructions by proxy or online vote.

Loyalty Shareholders should give their voting instructions to the relevant AGM Agent by 5:00 p.m. CEST on the Final Registration Date in writing (contact details below) or electronically via the web procedure made available by the relevant Agent.

Ad (ii)(a). Shareholders holding common shares via Euroclear France

Shareholders holding common shares in an EFR Participant Account (the “EFR Investors”) who wish to attend the AGM, provide instructions or grant a power of attorney to vote on their behalf
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should use their banking institution website allowing access to the VOTACCESS platform from Wednesday, March 18, 2026 at 9:00 a.m. CET and until Final Registration Date at 5:00 p.m. CEST.

Shareholders holding registered shares wishing to attend the AGM, provide instructions or grant a power of attorney to vote on their behalf will have to connect, with their usual access codes or their email address, if their Sharinbox by SG Markets account is already activated, to the Sharinbox platform (https://sharinbox.societegenerale.com) to access the VOTACCESS platform from Wednesday, March 18, 2026 at 9:00 a.m. CET and until Final Registration Date at 5:00 p.m. CEST.

Ad (ii)(b). Shareholders holding common shares via Monte Titoli

Shareholders holding common shares in a MT Participant Account (the “MT Investors”) who wish to attend or vote at the AGM by proxy should request their Intermediary to issue a statement (the “Notice of Participation”) confirming their shareholding (including the shareholder’s name and address and the number of shares notified for attendance and held by the relevant shareholder on the Record Date). Intermediaries must submit the Notice of Participation no later than on the Final Registration Date at 5:00 p.m. CEST to Computershare S.p.A. By the same term, the MT Investors may also give their voting instructions through the relevant proxy form published on the Company’s website (www.stellantis.com) or cast their votes in advance of the AGM via the web procedure made available to MT Investors by Computershare S.p.A. through the Company’s website.

Ad (ii)(c). Shareholders holding common shares in a DTC Participant Account

Shareholders holding common shares in a DTC Participant Account should give instructions to their Intermediary, as the record holder of their shares, who is required to vote their shares according to their instructions. In order to vote their shares or to attend the AGM, they will need to follow the directions provided by their Intermediary.

Ad (iii). Registered Shareholders

The Transfer Agent will send the AGM documentation to Registered Shareholders at the addresses of such shareholders as they appear from the Shareholders Register, including the Proxy Card with the instructions that allows them to attend the AGM or give their voting instructions by telephone at +1-800-652-VOTE or internet at www.investorvote.com/STLA. Such Proxy Card will also be available on the Company’s website (www.stellantis.com).

VOTE BY PROXY

Subject to compliance with the paragraphs referred to above, shareholders can vote at the AGM by proxy. In order to give proxy and voting instructions, the shareholder (a) must have registered his or her shares as set out above and (b) must ensure that the duly completed and signed proxy including, as appropriate, voting instructions, will be received by the relevant AGM Agent (contact details below) by 5:00 p.m. CEST on the Final Registration Date in writing or electronically pursuant to instructions contained in the proxy forms. All votes shall be cast
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electronically or in writing ahead of the AGM in accordance with the proxy and voting instructions.

ATTENDANCE

Shareholders holding common shares who wish to attend the AGM (either in person or by proxy) (a) must have registered their shares as set out above and (b) should request their Intermediary to submit an attendance request no later than 5:00 p.m. CEST on the Final Registration date to the relevant Agent.

These shareholders will receive an attendance card issued in their name (the “Attendance Card”). This will serve as admission certificate and the shareholder (or his or her proxy) will need to submit the Attendance Card at the AGM to enter the AGM. For this purpose the Attendance Card also contains a proxy form section. Prior to the AGM, the Attendance Card as well as a copy of the written power of attorney (when applicable), must be handed over at the registration desk.

VOTING LIMITATION AND NOTIFICATION OBLIGATION

As further set out in the Company's articles of association, 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, may be able to exercise, directly or indirectly, 30 percent (the “Maximum Voting Threshold”) or more of the votes that could be cast at a general meeting of the Company. Any voting right of such shareholder in excess of the Maximum Voting Threshold for a general meeting will be suspended by the Company. This voting limitation also applies with respect to the AGM. The Maximum Voting Threshold with respect to the AGM will be published on the Company's website on the day following the Final Registration Date.

Furthermore, the Company's articles of association provide that, before each general meeting, any shareholder holding voting rights in excess of the Maximum Voting Threshold is required to notify the Company, in writing, of its shareholding and total voting rights in the Company and provide, upon written request by the Company, any information necessary to ascertain the composition, nature and size of its shareholding and any other person acting in concert with it. This notification obligation also applies with respect to the AGM.

CONTACT DETAILS OF AGENTS

1)    Computershare S.p.A.
Via Nizza 262/73, 10126 Torino
Italy
e-mail: stellantis@computershare.it

2)    Computershare Investor Services
P.O. Box 43078
Providence, RI 02940-3078

By overnight delivery:
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Computershare Investor Services
150 Royall Street - Suite 101
Canton, MA 02021
email: web.queries@computershare.com

3)    Société Générale Securities Services France
Assemblées Générales
32 Rue du Champ de Tir
CS 30812 – 44308 NANTES cedex 3
France
email: service.assemblee-generale@sgss.socgen.com

March 2, 2026

Stellantis N.V.
The Board of Directors
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Exhibit 99.3


AGENDA AND EXPLANATORY NOTES
FOR THE ANNUAL GENERAL MEETING OF STELLANTIS N.V.

To be held on Tuesday April 14, 2026 at 2:00 p.m.CEST at
the offices of Freshfields Bruckhaus Deringer LLP,
Strawinskylaan 10, 1077 XZ, Amsterdam,
The Netherlands

AGENDA FOR THE 2026 ANNUAL GENERAL MEETING OF STELLANTIS N.V. ("STELLANTIS" OR "COMPANY")


1.    Opening

2.    Annual Report 2025

a.Report of the Board of Directors for the financial year 2025 (discussion)

b.Main items of corporate governance structure and compliance with Dutch Corporate Governance Code (discussion)

c.Policy on additions to reserves and on dividends (discussion)

d.Remuneration Report 2025 (advisory voting)

e.Adoption of the Annual Accounts 2025 (voting)

f.Granting of discharge to the directors in respect of the performance of their duties during the financial year 2025 (voting)

3.    Appointment of Executive and Non-Executive Directors

a.Proposal to re-appoint Mr. John Elkann as Executive Director (voting)

b.Proposal to re-appoint Mr. Robert Peugeot as Non-Executive Director (voting)

c.Proposal to re-appoint Mr. Henri de Castries as Non-Executive Director (voting)

d.Proposal to appoint Mr. Juergen Esser as Non-Executive Director (voting)

4.    Appointment of the auditor and assurance provider

a.Proposal to appoint Deloitte Accountants B.V. as the Company's independent auditor for the financial year 2026 (voting)

b.Proposal to appoint Deloitte Accountants B.V. as the Company's assurance provider for the financial year 2026 (voting)


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5.    Delegation to the Board of Directors of the authority to issue shares in the capital of the Company and to limit or to exclude pre-emptive rights

a.Proposal to designate the Board of Directors as the corporate body authorized to issue common shares and to grant rights to subscribe for common shares as provided for in article 7 of the Company’s articles of association (voting)

b.Proposal to designate the Board of Directors as the corporate body authorized to limit or to exclude pre-emption rights for common shares as provided for in article 8 of the Company’s articles of association (voting)

6.    Delegation to the Board of Directors of the authority to acquire common shares in the Company's capital

Proposal to authorize the Board of Directors to acquire fully paid-up common shares in the Company’s own share capital in accordance with article 9 of the Company’s articles of association (voting)

7.    Closing



EXPLANATORY NOTES TO THE AGENDA FOR THE 2026 ANNUAL GENERAL MEETING OF STELLANTIS

1. Opening

The chairperson of the meeting will open the meeting.

2. Annual Report 2025

a. Report of the Board of Directors for the financial year 2025 (discussion)

The Management Report of the Company is contained in the Company’s Annual Report 2025. For further details please refer to the “Report on Operations” section of the Annual Report.

b. Main items of corporate governance structure and compliance with Dutch Corporate Governance Code (discussion)

In accordance with the Dutch Corporate Governance Code 2025, the main items of the Company’s corporate governance structure and its compliance with the Dutch Corporate Governance Code in 2025 will be discussed and accounted for during the Annual General Meeting of Shareholders. Further information is available in the 2025 Company’s Annual Report, in particular in the section “Corporate Governance”.



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c.    Policy on additions to reserves and on dividends (discussion)

The Company's dividend policy as described below contemplated an annual ordinary dividend to be distributed by the Company to the holders of common shares. On February 6, 2026, the Board of Directors announced that, in light of the Company’s net loss for the full year2025, the Company has suspended its dividend policy. As a result, no annual dividend will be distributed in 2026. Further information is available in the press release published on February 6, 2026, which can be found on the Company’s website (www.stellantis.com).

Common shares
The Company’s dividend policy contemplated an annual ordinary dividend to the holders of common shares targeting a payout ratio of 25%-30% of the Company’s net profit for the relevant prior financial year.

The actual level of dividend to be distributed by the Company would be determined by the Board of Directors in its sole discretion and would 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
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.

d. Remuneration Report 2025 (advisory voting)

Pursuant to article 2:135b subsection 2 of the Dutch Civil Code, the Remuneration Report reflecting 2025 remuneration is submitted to the General Meeting of Shareholders for its advisory vote. It is proposed to the General Meeting of Shareholders to cast a favorable advisory vote.

Following the advisory vote on the 2024 Remuneration Report at the Annual General Meeting of Shareholders held on April 15, 2025, which received 66.92% support, the Company and the Remuneration Committee have continued to prioritise transparency and constructive engagement with shareholders in the preparation of the 2025 Remuneration Report, during a period marked by significant changes in the Company’s leadership, including the departure of Mr. Carlos Tavares, formerly the Company’s Chief Executive Officer, in December 2024; the interim leadership of the Chairman, Mr. John Elkann, during the first half of 2025; and the appointment of Mr. Antonio Filosa as Chief Executive Officer mid-year.

The Remuneration Report for 2025 is contained in the Annual Report 2025 and is available on the Company's website (www.stellantis.com). For further details, please refer to the "Remuneration Report" section of the Annual Report 2025.
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e. Adoption of the Annual Accounts 2025 (voting)

The Company's Annual Accounts 2025 have been drawn up by the Board of Directors and audited by the external auditor of the Company, Deloitte Accountants B.V., which has issued an unqualified opinion. The Annual Accounts 2025 reflect a net loss for the financial year 2025, which shall be allocated to the retained earnings. It is proposed that the Annual Accounts 2025 be adopted by the General Meeting of Shareholders.

f. Granting of discharge to the directors in respect of the performance of their duties during the financial year 2025 (voting)

In accordance with article 24.9 of the Company’s articles of association, the General Meeting of Shareholders is requested to grant discharge from liability to:

(i)    the Executive Directors in office in 2025 in respect of the exercise of their duties in the financial year 2025; and

(ii)    the Non-Executive Directors in office in 2025 in respect of the exercise of their duties in the financial year 2025,

as such performance is apparent from the Annual Report 2025 or otherwise disclosed to the General Meeting of Shareholders prior to the adoption of the Annual Accounts 2025.

3. Appointment of Executive and Non-Executive Directors

a.Proposal to re-appoint Mr. John Elkann as Executive Director (voting)
b.Proposal to re-appoint Mr. Robert Peugeot as Non-Executive Director (voting)
c.Proposal to re-appoint Mr. Henri de Castries as Non-Executive Director (voting)
d.Proposal to appoint Mr. Juergen Esser as Non-Executive Director (voting)

In accordance with the resolutions adopted by the General Meeting of Shareholders at the time of the appointments, the term of office of Mr. John Elkann, Mr. Robert Peugeot and Mr. Henri de Castries shall lapse at the close of the 2026 General Meeting of Shareholders (April 14, 2026).

Mr. John Elkann, Mr. Robert Peugeot and Mr. Henri de Castries were appointed for the term of office of five years beginning on January 17, 2021 and their term of office shall lapse immediately after the close of the first Annual General Meeting held after five years since January 17, 2021.

Mr. Elkann is proposed for re-appointment to the General Meeting of Shareholders upon a binding nomination made by Exor N.V. and Mr. Peugeot is proposed for re-appointment to the General Meeting of Shareholders upon a binding nomination made by Établissements Peugeot Frères S.A. / Peugeot Invest ("EPF/Peugeot Invest").

The individuals proposed for re-appointment to the General Meeting of Shareholders upon a binding nomination by Exor N.V. and EPF/Peugeot Invest shall be appointed, unless the binding effect is overruled by the General Meeting of Shareholders by a two-thirds majority of the votes
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cast, with such two-thirds majority of the votes cast representing more than half of the Company's issued share capital.

Taking into account the requirements set out in the Company’s articles of association and board regulations, and based on the recommendation of the ESG Committee, which oversaw the selection process with the support of an external advisor, it is proposed that the General Meeting of Shareholders re-appoint Mr. de Castries as a non executive director.

In addition the Board believes that the appointment of an additional director, increasing the total number of Board members to twelve, will further enhance the Board’s collective expertise and operational effectiveness. It is therefore proposed to appoint Mr. Juergen Esser as additional non-executive director. Juergen Esser, as Deputy CEO and Chief Financial, Technology & Data Officer of Danone, brings experience in delivering industry-leading value creation, enabled by a digital business model.

Mr. de Castries and Mr. Esser shall be appointed by the General Meeting of Shareholders with a majority of the votes cast.

The Board has assessed the suitability of each of Mr. Elkann, Mr. Peugeot, Mr. de Castries, and Mr. Esser (together, the "Nominated Directors") and, in line with the Dutch Corporate Governance Code and NYSE expectations, notes that their (re)appointment is supported by their respective skills and experience: Mr. Elkann brings long standing leadership and strategic oversight capabilities; Mr. Peugeot contributes deep automotive and governance expertise; Mr. de Castries provides strong independent judgment and financial and governance experience; and Mr. Esser adds significant financial, digital and transformation expertise.

Mr. Elkann is proposed for re-appointment as executive director and following his re-appointment is expected to be designated Chairman by the Board of Directors. Mr. Peugeot is proposed for re­appointment as non-executive director and, following his re-appointment, is expected to be designated Vice Chairman by the Board of Directors. Mr. de Castries, is proposed for re­appointment as non-executive director and, following his re-appointment, is expected to be designated Senior Independent Director (acting as the voorzitter under Dutch law) by the Board of Directors. Mr. de Castries and Mr. Esser qualify as independent under both the New York Stock Exchange Listing Standards and the Dutch Corporate Governance Code. Following the Annual General Meeting, the Board will determine committee composition in accordance with governance requirements; independent directors may be assigned to committees where independence is required, and Mr. Esser may be considered for committees where his financial and digital expertise is relevant, while the Executive Chairman will not serve on Board committees.

The Board has reviewed the external mandates of the Nominated Directors and concluded that, taking into account the nature and scope of such mandates, each has sufficient time to fulfil their duties to the Company, in a manner consistent with the principles of the Dutch Corporate Governance Code and prevailing NYSE governance practices. The Board’s assessment is based on a qualitative evaluation of time availability, role intensity, meeting attendance, preparation, and ability to respond effectively in exceptional or crisis situations, rather than on numerical
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thresholds alone.In this context, the Board has carefully assessed Mr. Elkann’s other senior executive and chair roles. Based on this qualitative review, and taking into account Mr. Elkann’s demonstrated attendance record, level of preparation, engagement in Board deliberations, and the governance and support structures in place within the Company, the Board is satisfied that Mr. Elkann is able to devote sufficient time and attention to his responsibilities and is not overcommitted.

The Board has also reviewed Mr. Peugeot’s external mandates and noted that he serves on a limited number of listed company boards, consistent with market practice and with expectations commonly applied by institutional investors. Having regard to the nature of these mandates, their time demands, and Mr. Peugeot’s attendance and contribution to the Board’s work, the Board concludes that Mr. Peugeot is able to devote sufficient time to the Company and is not overboarded.

Accordingly, the Board determines that the proposed re-elections are consistent with the principles of the Dutch Corporate Governance Code on effective management and supervision and with prevailing NYSE and institutional investor expectations regarding director capacity.

All Nominated Directors proposed for re-appointment met the Company’s attendance requirements during the last financial year, with a 100% attendance rate at Board meetings. The Board further confirms that it is not aware of any circumstances that would give rise to a structural conflict of interest in respect of any of Nominated Directors in the performance of their duties within the meaning of Dutch law and that no legal impediments exist to their service as directors. The Board has also reviewed their external mandates and concluded that each has sufficient time to fulfill their duties and does not exceed applicable overboarding expectations under Dutch and NYSE governance standards. Mr. Esser does not hold shares in the Company. The share ownership of the other Nominated Directors is disclosed in the Company’s Annual Report, which can be reviewed on the Company’s website. The nationalities of the Nominated Directors are as follows: Mr. Elkann – Italian; Mr. Peugeot – French; Mr. de Castries – French; and Mr. Esser – German. Following the proposed appointments the Board will continue to meet applicable independence thresholds under Dutch Corporate Governance Code and NYSE standards.

The Nominated Directors have stated their willingness to accept the respective appointments.
According to 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. By a resolution of the General Meeting of Shareholders, at the proposal of the Board of Directors, the period of two years referred to in the preceding sentence may be deviated from.

In accordance with the above, it is proposed by the Board of Directors that the term of office of the Nominated Directors will be for a period ending directly after the close of the Annual General Meeting of Shareholders to be held in 2028.

The biographical details and curriculum vitae of the proposed candidates are available for inspection at the offices of the Company as well as on the Company’s website (www.stellantis.com).

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4.    Appointment of the auditor and assurance provider

a.    Proposal to appoint Deloitte Accountants B.V. as the Company's independent auditor for the financial year 2026 (voting)

Pursuant to article 27 of the Company's articles of association, the General Meeting of Shareholders has the authority to appoint the independent auditor that will conduct the audit of the financial statements. The Audit Committee has reviewed the performance of the independent auditor and the effectiveness of the audit. Based on such review, the Audit Committee has recommended the appointment of Deloitte Accountants B.V. as the Company's independent auditor for the financial year 2026.

The Board of Directors concurs with the Audit Committee’s recommendation and submits to the General Meeting of Shareholders the proposal to appoint Deloitte Accountants B.V. as the Company's auditor for the financial year 2026.

b.    Proposal to appoint Deloitte Accountants B.V. as the Company's assurance provider for the financial year 2026 (voting)

The European Corporate Sustainability Reporting Directive ("CSRD") requires companies, in short, to appoint an external auditor (the "assurance provider") to carry out the limited assurance review of their sustainability reporting. The CSRD is not yet transposed into Dutch law.

Article 2:393a of the Dutch Civil Code, as currently provided for by the proposed implementing bill, gives the general meeting the authority to appoint the assurance provider.

Therefore, to the extent required by the implementation into Dutch law of the CSRD, the Board of Directors, at the Audit Committee's recommendation, proposes to the General Meeting of Shareholders to appoint Deloitte Accountants B.V. as the Company's assurance provider for financial year 2026.

5.    Delegation to the Board of Directors of the authority to issue shares in the capital of the Company and to limit or to exclude pre-emptive rights

a.    Proposal to designate the Board of Directors as the corporate body authorized to issue common shares and to grant rights to subscribe for common shares as provided for in article 7 of the Company’s articles of association (voting)

In accordance with article 7 of the Company’s articles of association, it is proposed to designate the Board of Directors as the corporate body authorized to issue common shares in the Company's capital and to grant rights to subscribe for common shares in the Company's capital.

This proposal concerns the extension of the authorization of the Board of Directors as per the date of the 2026 General Meeting of Shareholders (April 14, 2026) for a period of 18 months and therefore up to and including October 13, 2027 (being the date 18 months from the date of the 2026 General Meeting of Shareholders), and is limited to 10% of the issued common shares for
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general corporate purposes as per the date of the 2026 General Meeting of Shareholders (April 14, 2026), which can be used for any and all purposes.

The proposed authorization will allow the Board of Directors to be flexible and to respond quickly to circumstances that require the issuance of and/or the grant of rights to subscribe for common shares. If approved, the authorization granted will replace the current authorization of the Board of Directors to issue common shares and to grant rights to subscribe for common shares in the Company's capital, which was granted by the General Meeting of Shareholders held on April 15, 2025 for a period of eighteen months starting on April 15, 2025.

b.    Proposal to designate the Board of Directors as the corporate body authorized to limit or to exclude pre-emption rights for common shares as provided for in article 8 of the Company’s articles of association (voting)

In accordance with article 8 of the Company’s articles of association, it is proposed to designate the Board of Directors as the corporate body authorized to limit or to exclude pre-emption rights in connection with the issue of and/or the granting of rights to subscribe for common shares in the Company's capital. This proposal concerns the extension of the authorization of the Board of Directors as per the date of the 2026 General Meeting of Shareholders (April 14, 2026) for a period of 18 months and therefore up to and including October 13, 2027 (being the date 18 months from the date of the 2026 General Meeting of Shareholders).

The proposed authorization, in combination with the authorization under agenda item 5.a, will enable the Board of Directors to be flexible and to respond quickly to circumstances that require an issue of and/or the grant of rights to subscribe for common shares with or without limited pre­emptive rights. The authorization is limited to the percentages of the capital as described under agenda item 5.a. In accordance with article 8 of the Company’s articles of association, this proposal must be adopted with a majority of at least two-thirds of the votes cast if less than one half of the issued share capital is represented at the General Meeting of Shareholders. If one half or more of the issued share capital is represented at the General Meeting of Shareholders, the resolution can be adopted with a simple majority of the votes cast. If approved, the authorization granted will replace the current authorization of the Board of Directors to exclude or limit pre-emptive rights with respect to common shares, which was granted by the General Meeting of Shareholders held on April 15, 2025 for a period of eighteen months starting on April 15, 2025.

6.    Delegation to the Board of Directors of the authority to acquire common shares in the Company's capital

Proposal to authorize the Board of Directors to acquire fully paid-up common shares in the Company’s own share capital in accordance with article 9 of the Company’s articles of association (voting)

The Board of Directors believes that it is beneficial for the Company to have the flexibility to acquire common shares, inter alia, to service employee equity plans globally and equity-based incentive plans of the Company and to enable the Board of Directors to carry out share buy-back
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programs if the Board of Directors considers such buy-back programs in the best interests of the Company and its stakeholders.

Therefore, it is proposed that the General Meeting of Shareholders, in accordance with article 9 of the Company's articles of association and without prejudice to the provisions of section 2:98 of the Dutch Civil Code, delegates the authority to acquire common shares in the Company's capital to the Board of Directors, either through purchase on a stock exchange, a public tender offer, an offer for exchange or otherwise, up to a maximum number of shares equal to 10% of the Company’s issued common shares as per the date of the 2026 General Meeting of Shareholders (April 14, 2026) at a purchase price per share no lower than the nominal value of the shares and no higher than an amount equal to 110% 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); such market price being calculated as 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 Euronext Milan and/or Euronext Paris (as the case may be).

The authority pursuant to this item shall be for a period of 18 months from the date of the 2026 General Meeting of Shareholders (April 14, 2026) and therefore up to and including October 13, 2027.

This authorization will allow the Board of Directors to be flexible and to respond quickly to circumstances that require a repurchase of the Company’s common shares, and can be used for any and all purposes.
The adoption of this proposal by the General Meeting of Shareholders will replace the current authorization of the Board of Directors to repurchase common shares in the Company's capital, which was granted by the General Meeting of Shareholders for a period of eighteen months from April 15, 2025. The repurchase of common shares under this agenda item includes depositary receipts thereof.

7. Closing

The chairperson of the meeting will close the meeting.
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Exhibit 99.4




Bio of Juergen Esser



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Exhibit 99.5




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



Exhibit 99.6


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.

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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.

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
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Industrial free cash flow of €(4.5) billion (refer to Non-GAAP Financial Measures included elsewhere in this report for additional information).

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

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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 outlookIncentive plan payouts from our historical compensation programsMethods 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.



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Our Executive Remuneration Framework

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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.

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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.

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.
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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;

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.

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Best Practicesimage22a.jpg

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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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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(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
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€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

(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.
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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:

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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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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
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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.

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.


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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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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

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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:

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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.

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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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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.

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Payout scales based on relative TSR performance during the respective 3-year performance period.
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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.

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

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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.
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*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.

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:

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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.

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.
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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.

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:
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(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
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(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.

Current annual remuneration for the non-executive directors is shown in the table below:

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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
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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.

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
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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).

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.
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(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.

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(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
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Exhibit 99.7



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CORPORATE GOVERNANCE STATEMENT
In accordance with the Dutch Decree on requirements of the management report (Besluit inhoud bestuursverslag) (the Decree), Stellantis N.V. (the Company) publishes this statement relating to corporate governance as part of the annual report of the board of directors of the Company for 2025 (the Annual Report). As permitted by Article 2a of the Decree, the Company has opted to publish its corporate governance statement by posting it on the website (www.stellantis.com). For the statement in this declaration as stipulated in Articles 3, 3a and 3b of the Decree reference is made to the relevant pages in the Annual Report. The following statements are deemed to be included and repeated herein:
the statement relating to the compliance with the principles and best practices of the Dutch Corporate Governance Code (the Code), including the motivated deviation of the compliance of the Code, can be found on page 155 of the Annual Report in the chapter “Corporate Governance”;
the statement concerning the most important characteristics of the control and risk management systems in relation to the process of the financial accounting of the Company and the group, can be found on page 81 of the Annual Report;
the statement about the functioning of the general meeting of shareholders and the most important powers thereof as well as the rights of shareholders and how these may be executed, can be found on page 141 of the Annual Report in the chapter “Corporate Governance”;
the statement regarding the composition and functioning of the board of directors can be found on page 110 of the Annual Report in the chapter “Corporate Governance”;
the statement regarding the diversity and inclusion policy applied in respect of the composition of the board of directors can be found on page 154. of the Annual Report in the chapter “Corporate Governance”;
the statement in accordance with Decree Article 10 EU-Directive on Take-overs (Besluit artikel 10 overnamerichtlijn) can be found on page 489 of the Annual Report.
the statement regarding the intangible resources on which the Company's business model fundamentally depends and which are a source of the company's value creation can be found on page 265 of the Annual Report in the chapter Social sustainability, which includes S1 – Own Workforce, S2 – Workers in the Value Chain, S3 – Affected Communities, and S4 – Consumer and End-users.

Stellantis N.V., March 2, 2026



Exhibit 99.8


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OUTSTANDING SHARE CAPITAL AND TOTAL NUMBER OF VOTING RIGHTS AT THE DATE OF THE NOTICE FOR THE ANNUAL GENERAL MEETING TO BE HELD ON APRIL 14, 2026

As of March 2, 2026 – the date of the notice for the Annual General Meeting of Shareholders (the ‘AGM’) of Stellantis N.V. (the ‘Company’) to be held on April 14, 2026 the share capital of the Company consists of the following.

2,903,716,295 common shares are issued and 2,897,483,196 common shares are outstanding. Common shares are listed, freely transferable and each of them confers the right to cast one vote.
866,522,224 Class A special voting shares are issued and 866,383,062 Class A special voting shares are outstanding. Special voting shares are not listed, are not transferable (with the limited exceptions set forth in the Articles of Association and Special Voting Shares Terms and Conditions) and each of them confers the right to cast one vote.

No vote may be cast on shares belonging to the Company or to a subsidiary thereof or on shares in respect of which either of them holds the depositary receipts.

The total number of voting rights which can be cast at the AGM equals to 3,763,866,258.

Stellantis N.V., March 2, 2026



Exhibit 99.9



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FAQ

What is Stellantis (STLA) asking shareholders to vote on at the 2026 AGM?

Stellantis’ 2026 AGM agenda includes adopting the 2025 annual accounts, granting discharge to directors, reappointing three directors, appointing Juergen Esser as a new non‑executive director, appointing Deloitte as 2026 auditor and assurance provider, authorizing share issuance and buybacks, and renewing authority to limit pre‑emptive rights.

How did Stellantis (STLA) perform financially in 2025?

In 2025 Stellantis generated net revenues of €153.5 billion but reported a net loss of €22.3 billion. Adjusted operating income was a €0.8 billion loss and industrial free cash flow was €−4.5 billion, signaling profitability challenges and negative cash generation for the year across its global operations.

Is Stellantis paying a dividend in 2026 based on 2025 results?

No. Stellantis’ board suspended its dividend policy because the company posted a net loss for 2025. As a result, no annual ordinary dividend will be distributed in 2026, and the 2025 loss will be allocated to retained earnings instead of being partly returned to shareholders as cash.

What executive and board changes are highlighted for Stellantis (STLA)?

Stellantis proposes reappointing John Elkann as executive director and Robert Peugeot and Henri de Castries as non‑executive directors, and appointing Juergen Esser as an additional non‑executive. All would serve until after the 2028 AGM. The filing also notes Antonio Filosa’s mid‑2025 appointment as Chief Executive Officer.

How were Stellantis executives compensated given the 2025 loss?

The 2025 annual incentive plan required positive free cash flow, which Stellantis did not achieve, so the CEO and Chairman received no annual performance bonus for 2025. The 2023–2025 performance share plan vested at only 23.4% of target, demonstrating reduced equity payouts tied to weaker multi‑year performance.

What new share issuance and buyback authorities is Stellantis seeking?

Stellantis seeks an 18‑month authorization from April 14, 2026 to issue common shares and grant subscription rights up to 10% of issued common shares and to limit or exclude pre‑emptive rights within that limit. It also requests authority to repurchase up to 10% of issued common shares within a specified price band.

How many Stellantis shares and voting rights are outstanding?

As of March 2, 2026 Stellantis has 2,897,483,196 common shares outstanding, each carrying one vote, and 866,383,062 Class A special voting shares outstanding, each also carrying one vote. In total, 3,763,866,258 voting rights can be cast at the April 14, 2026 Annual General Meeting.

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