stellantis-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F


o	REGISTRATION STATEMENT PURSUANT TO SECTIONS 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934


x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2025


o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-36675

Stellantis N.V.

(Exact Name of Registrant as Specified in Its Charter)


The Netherlands
(Jurisdiction of Incorporation or Organization)

Taurusavenue 1

2132 LS Hoofddorp

The Netherlands

Tel. No.: +31 23 700 1511

(Address of Principal Executive Offices)

Giorgio Fossati

Taurusavenue 1

2132 LS Hoofddorp

The Netherlands

Tel. No.: +31 23 700 1511

general.counsel@stellantis.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Shares, par value €0.01	STLA	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered

by the annual report: 2,897,483,196 common shares, par value €0.01 per share, and 866,409,062 special voting shares, par value €0.01 per

share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or

15(d) of the Securities Act of 1934. Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been

subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was

required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth

company. See definition of “large accelerated filer,” “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	þ	Accelerated filer o	Non-accelerated filer o
Emerging growth company	o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its

internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public

accounting firm that prepared or issued its audit report. þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant

included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o International Financial Reporting Standards as issued by the International Accounting Standards Board þ Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has

elected to follow: Item 17 o Item 18 o.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the

Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

BOARD OF DIRECTORS

John Elkann (Chairman)

Robert Peugeot (Vice Chairman)(3)

Antonio Filosa (Chief Executive Officer)

Henri de Castries(1),(2),(3)

Fiona Clare Cicconi(1),(3)

Nicolas Dufourcq(1)

Ann Godbehere(2)

Claudia Parzani(1),(2)

Daniel Ramot(3)

Benoît Ribadeau-Dumas(1),(3)

Alice Davey Schroeder(2)

INDEPENDENT AUDITOR AND REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte Accountants B.V. (independent auditor of the Company for the purposes of our annual reports filed with

the Autoriteit Financiële Markten (“AFM”))(4)

Deloitte & Associés (independent registered public accounting firm for our Consolidated Financial Statements

included in our reports on Form 20-F)(4)

(1) Member of the Environmental, Social Governance Committee (“ESG”)

(2) Member of the Audit Committee

(3) Member of the Remuneration Committee

(4) Refer to “About this Report” for additional information relating to these regulatory filings

BOARD REPORT

INTRODUCTION

About this Report

This document, referred to hereafter as the “Form 20-F” or the “Annual Report”, constitutes the Annual Report on

Form 20-F, pursuant to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), of

Stellantis N.V. for the year ended December 31, 2025.

Documents on Display

The U.S. Securities and Exchange Commission (“SEC”) maintains an internet site at http://www.sec.gov that

contains reports, information statements, and other information regarding issuers that file electronically with the

SEC. The address of the SEC’s website is provided solely for information purposes and is not intended to be an

active link. Reports and other information concerning our business may also be inspected at the offices of the

New York Stock Exchange, 11 Wall Street, New York, New York 10005.

We also make our periodic reports, as well as other information filed with or furnished to the SEC, available free

of charge through our website, at www.stellantis.com, as soon as reasonably practicable after those reports and

other information are electronically filed with or furnished to the SEC. The information on our website is not

incorporated by reference in this report.

Certain Defined Terms

In this report, unless otherwise specified, the terms “we”, “our”, “us”, the “Company” and “Stellantis” refer to

Stellantis N.V., together with its consolidated subsidiaries, or any one or more of them, as the context may

require. This terminology does not affect the separate corporate status of the referenced legal entities, each of

which is only responsible for its own obligations.

References to “FCA”, and “FCA Group” mean Fiat Chrysler Automobiles N.V. together with its consolidated

subsidiaries, or any one or more of them, as the context may require.

References to “PSA” and “Groupe PSA” mean Peugeot S.A. together with its consolidated subsidiaries, or any

one or more of them, as the context may require.

References to “the merger” refer to the merger between PSA and FCA completed on January 16, 2021 and

resulting in the creation of Stellantis.

Presentation of Financial and Other Data

This report includes the Consolidated Financial Statements of Stellantis as of December 31, 2025 and 2024 and

for the years ended December 31, 2025, 2024 and 2023 prepared in accordance with International Financial

Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as well as

IFRS as adopted by the European Union. There is no effect on these Consolidated Financial Statements resulting

from differences between IFRS as issued by the IASB and IFRS as adopted by the European Union. The

consolidated financial statements and the notes to the consolidated financial statements are referred to

collectively as the “Consolidated Financial Statements”.

All references in this report to “Euro” and “€” refer to the currency issued by the European Central Bank.

Stellantis’ financial information is presented in Euro. All references to “U.S. Dollars”, “U.S. Dollar”, “USD” and “$”

refer to the currency of the United States of America (“U.S.”). All figures shown are rounded to the nearest tenth

of unit presented. Certain totals in the tables included in this report may not add due to rounding.

The language of this report is English. Certain legislative references and technical terms have been cited in their

original language in order that the correct technical meaning may be ascribed to them under applicable law.

Except as otherwise disclosed within this report, no significant changes have occurred since the date of the

audited Consolidated Financial Statements included elsewhere in this report.

Market and Industry Information

In this report, we include or refer to industry and market data, including market share, ranking and other data,

derived from or based upon a variety of official, non-official and internal sources, such as internal surveys and

management estimates, market research, publicly available information and industry publications. Market share,

ranking and other data contained in this report may also be based on our good faith estimates, our own

knowledge and experience and such other sources as may be available. Market share data may change and

cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the

voluntary nature of the data-gathering process, different methods used by different sources to collect, assemble,

analyze or compute market data, including different definitions of vehicle segments and descriptions and other

limitations and uncertainties inherent in any statistical survey of market shares or size. Industry publications and

surveys and forecasts generally state that the information contained in such publications, surveys and forecasts

has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or

completeness of the included information. Although we believe that this information is reliable, we have not

independently verified the data from third-party sources.

In addition, we typically estimate market share for automobiles and commercial vehicles based on registration

data. In markets where registration data are not available, we calculate our market share based on estimates

relating to sales to final customers. Such data may differ from data relating to shipments to our dealers and

distributors. While we believe our internal estimates with respect to our industry are reliable, our internal

company surveys and management estimates have not been verified by an independent expert, and we cannot

guarantee that a third party using different methods to assemble, analyze or compute market data would obtain

or generate the same result. The market share data presented in this report represents the best estimates

available from the sources indicated as of the date of this report but, in particular as they relate to market share

and our future expectations, involve risks and uncertainties and are subject to change based on various factors,

including those discussed in the section Risk Factors in this report.

Cautionary Statements Concerning Forward Looking Statements

Statements contained in this report, particularly those regarding possible or assumed future performance,

competitive strengths, costs, dividends, reserves, our growth, industry growth and other trends and projections

and estimated company earnings are “forward-looking statements” that contain risks and uncertainties. In some

cases, words such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”,

“remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”,

“plan”, or similar terms are used to identify forward-looking statements. These forward-looking statements reflect

our current views with respect to future events and involve significant risks and uncertainties that could cause

actual results to differ materially.

These risks and uncertainties include, without limitation:

•our ability to maintain vehicle shipment volumes;

•changes in the global financial markets, general economic environment and changes in demand for

automotive products, which is subject to cyclicality;

•changes in trade policy, the imposition of global and regional tariffs or tariffs targeted to the automotive

industry;

•our ability to accurately predict the market demand for electrified vehicles;

•our ability to offer innovative, attractive and relevant products;

•a significant malfunction, disruption or security breach compromising information technology systems or the

electronic control systems contained in our vehicles;

•the level of competition in the automotive industry, which may increase due to consolidation and new entrants;

•our ability to attract and retain experienced management and employees;

•exchange rate fluctuations, interest rate changes, credit risk and other market risks;

•increases in costs, disruptions of supply or shortages of raw materials, parts, components and systems used

in our vehicles;

•changes in local economic and political conditions;

•the enactment of tax reforms or other changes in laws and regulations;

•the level of governmental economic incentives available to support the adoption of battery electric vehicles;

•the impact of increasingly stringent regulations regarding fuel efficiency and greenhouse gas and tailpipe

emissions;

•various types of claims, lawsuits, governmental investigations and other contingencies, including product

liability and warranty claims and environmental claims, investigations and lawsuits;

•material operating expenditures in relation to compliance with environmental, health and safety regulations;

•exposure to shortfalls in the funding of our defined benefit pension plans;

•our ability to provide or arrange for access to adequate financing for dealers and retail customers

•risks related to the operation of financial services companies;

•our ability to access funding to execute our business plan;

•our ability to realize anticipated benefits from joint venture arrangements;

•disruptions arising from political, social and economic instability;

•risks associated with our relationships with employees, dealers and suppliers;

•our ability to maintain effective internal controls over financial reporting;

•developments in labor and industrial relations and developments in applicable labor laws;

•earthquakes or other disasters; and

•other factors discussed elsewhere in this report.

MANAGEMENT REPORT

Stellantis Overview

Stellantis is a global automaker engaged in designing, engineering, manufacturing, distributing and selling

vehicles and components worldwide. Stellantis designs, engineers, manufactures, distributes and sells vehicles

across five portfolios: (i) luxury vehicles under the Maserati brand; (ii) premium vehicles covered by Alfa Romeo,

DS and Lancia brands; (iii) global sport utility vehicles under the Jeep brand; (iv) American brands covering

Dodge, Ram and Chrysler vehicles and (v) European brands covering Abarth, Citroën, FIAT, Opel, Peugeot and

Vauxhall vehicles. Stellantis centralizes design, engineering, development and manufacturing operations, while

maintaining strong regional empowerment and decision-making to stay closely aligned with local customer

needs. Leapmotor International, is a jointly established, Stellantis‑controlled company created in 2024 and

owned 51 percent by Stellantis and 49 percent by Leapmotor, to distribute Leapmotor‑branded vehicles outside

of China (“LPMI”). Stellantis also provides retail and dealer financing, leasing and rental services available

through its subsidiaries, joint ventures and commercial arrangements with third party financial institutions.

Additionally, Stellantis supports its vehicle shipments with the sale of related service parts and accessories, as

well as service contracts, worldwide.

Stellantis engages in several other related activities. These include pre-owned car businesses and two mobility

brands—Free2move and Share Now. The Company also operates independent after-market parts and service

businesses, and its circular-economy business aims to extend the lifespan of vehicles and components to

reintegrate materials and end-of-life vehicles into the production cycle for new products.

In 2025, Stellantis reported:

•5,484 thousand vehicles shipped (refer to Financial Overview - Shipment Information included elsewhere in

this report for additional information);

•Net revenues of €153.5 billion;

•Net loss of €22.3 billion;

•Adjusted Operating Income/(Loss) (“AOI”) of €(0.8) billion (refer to Non-GAAP Financial Measures included

elsewhere in this report for additional information);

•Cash flows used in operating activities of €4.7 billion; and

•Industrial free cash flow of €(4.5) billion (refer to Non-GAAP Financial Measures included elsewhere in this

report for additional information).

At December 31, 2025, the Company’s available liquidity was €49.8 billion (including €18.3 billion available

under undrawn committed credit lines), of which industrial available liquidity was €45.7 billion. Refer to Financial

Overview - Liquidity and Capital Resources included elsewhere in this report for additional information.

History of Stellantis

Stellantis N.V. was incorporated as a public limited liability company (naamloze vennootschap) under the laws of

the Netherlands in April 2014 under the name Fiat Chrysler Automobiles N.V.

In its current configuration, Stellantis is the result of the merger of FCA and PSA, each of which were leading

independent global automotive groups prior to the merger.

Fiat S.p.A., the predecessor to FCA, was founded as Fabbrica Italiana Automobili Torino in July 1899 in Turin,

Italy as an automobile manufacturer. Fiat grew in Italy and internationally in the following decades both

organically and through the acquisition of several prominent brands and manufacturers including Lancia, Alfa

Romeo, Maserati and Ferrari. In October 2015, the initial public offering of Ferrari N.V. was completed, followed

by the spin-off of FCA’s remaining interest in Ferrari to its shareholders in January 2016. In 2009, FCA US LLC

(“FCA US”), then known as Chrysler Group LLC, acquired the principal operating assets of the former Chrysler

LLC as part of a government-sponsored restructuring of the North American automotive industry. Between 2009

and 2014, Fiat S.p.A. expanded its initial 20 percent ownership interest to 100 percent of the ownership of FCA

US and in October 2014, Fiat S.p.A. completed a corporate reorganization resulting in the establishment of FCA

as the parent company of the FCA Group, with its principal executive offices in the United Kingdom.

Peugeot S.A. began manufacturing and selling vehicles to consumers in 1896 and also expanded its automotive

business, particularly in the second half of the twentieth century. In 1974, PSA acquired all of the outstanding

shares of Citroën S.A. and then merged the two companies in 1976. In 1995, PSA Finance Holding, which

provided financing for Peugeot and Citroën vehicle sales, was transformed into a bank and subsequently

renamed “Banque PSA Finance”. PSA acquired the Opel and Vauxhall subsidiaries of General Motors (“GM”) in

August 2017.

On December 17, 2019, FCA and PSA entered into a combination agreement (as amended, the “combination

agreement”) agreeing to merge the two groups. On January 16, 2021, PSA merged with and into FCA, with FCA

as the surviving company. On January 17, 2021, the combined company was renamed Stellantis N.V.

On January 18, 2021, Stellantis common shares began trading on Euronext Milan and Euronext Paris, and on

January 19, 2021, began trading on the New York Stock Exchange (“NYSE”). Stellantis common shares trade

under the following symbols: Euronext Milan: “STLAM”; Euronext Paris: “STLAP”; NYSE: “STLA”.

The principal office of Stellantis is located at Taurusavenue 1, 2132LS Hoofddorp, the Netherlands (telephone

number: +31 23 700 1511).

Major Shareholders

As of February 25, 2026, the largest shareholders of Stellantis were Exor N.V. (“Exor”) (holding 15.48 percent of

the issued common shares), Établissements Peugeot Frères (“EPF”) (holding 7.72 percent of the issued

common shares) and Bpifrance Participations S.A. (“BPI”) (holding 6.64 percent of the issued common shares).

As a result of the loyalty voting mechanism, the voting powers of Exor, EPF and BPI are 23.84 percent, 11.89

percent and 10.22 percent, respectively. For a description of the loyalty voting mechanism, including the terms

and conditions of our special voting shares, please see “CORPORATE GOVERNANCE- Loyalty Voting

Structure.”

As of February 25, 2026 the share capital of the Company consists of the following: 2,903,716,295 common

shares and 866,522,224 Class A special voting shares, all with a par value of €0.01 each.

Based on the information in the Stellantis shareholder register, regulatory filings with the AFM and the SEC and

other sources available to Stellantis, the following persons owned, directly or indirectly, in excess of three

percent of Stellantis’ capital and/or voting interest as of February 25, 2026:


Stellantis Shareholders	Number of Issued Common Shares(1)	Percentage of Issued Common Shares
Exor(2)	449,410,092	15.48
EPF(3)	224,228,121	7.72
BPI(4)	192,703,907	6.64
BlackRock Inc.(5)	90,049,246	3.10

(1)Issued shares includes common shares as well as 866,522,224 Class A special voting shares. Refer also to Corporate Governance -

Articles of Association and Information on Stellantis Shares - Share Capital for additional information

(2)Exor owns 449,410,092 common shares and 449,410,092 Class A special voting shares (23.84 percent of the issued shares)

(3)EPF, through Peugeot Invest and its subsidiary Peugeot 1810, owns 224,228,121 common shares and 224,228,121 Class A special

voting shares (11.89 percent of the issued shares)

(4)BPI owns 192,703,907 common shares and 192,703,907 Class A special voting shares (10.22 percent of the issued shares). BPI is a

joint venture of EPIC Bpifrance (Bpi Groupe) and Caisse des Dépots et Consignations (both holding a 49.3 percent interest in Bpifrance

SA). Caisse des Dépots et Consignations also (directly and indirectly) holds an additional 8,207,316 Stellantis common shares,

representing an additional 0.28 percent of the common shares and 0.22 percent of the issued share capital and voting rights of

Stellantis

(5)According to information published on the AFM website as of February 25, 2026, BlackRock Inc. owns 90,049,246 common shares

(3.10 percent of the issued common shares) and 105,172,016 voting rights (2.79 percent of the voting rights)

Based on the information in Stellantis’ shareholder register and other sources available to Stellantis, as of

February 25, 2026, approximately 504 million Stellantis common shares, or approximately 17.4 percent of the

Stellantis common shares, were held in the United States. As of the same date, approximately 271 record

holders of Stellantis common shares had registered addresses in the United States.

Updates to Current Strategic Plan

In 2022, Stellantis introduced its Dare Forward strategic plan, establishing long-term electrification targets of 100

percent electric vehicles (“EV”) sales in Europe and 50 percent in the United States by 2030. Following the

leadership transition in mid-2025, newly appointed executive leadership is overseeing a comprehensive

reassessment of the Company's long-term strategy. This reassessment forms part of a broader reset of the

business and is being conducted in preparation for the communication of a new strategic plan. This review

encompasses major programs and product plans with the objective of realigning the Company’s strategy,

portfolio and investment priorities with real-world customer preferences, market demand and evolving regulatory

frameworks, while also addressing the effects of prior operational and execution challenges, targeting to re-

establish the conditions for sustainable, profitable growth.

The strategic reassessment reflects a revised view on the expected pace of the energy transition in certain

markets, informed by customer purchasing behavior, affordability considerations, infrastructure readiness and

incentive frameworks. While the Company remains committed to the development of electrified powertrains,

including BEVs, the review emphasizes a demand-led approach to adoption and the importance of maintaining

flexibility across powertrain technologies.

Separately, the Company experienced commercial and operational headwinds in its key European and U.S.

markets during 2024 and the first half of 2025, including quality related challenges associated with new

platforms and powertrains and broader inflationary cost pressures. These factors further reinforced the need for

the strategic reassessment undertaken by the new executive leadership.

The updated strategy will be communicated at the Investor Day in May 2026.

Overview of Our Business

Stellantis’ activities during the year ended December 31, 2025, were carried out through the following six

reportable segments:

(i)North America: Stellantis’ operations to manufacture, distribute and sell vehicles in the United States,

Canada and Mexico, primarily under the Jeep, Ram, Dodge, Chrysler, FIAT and Alfa Romeo brands.

Manufacturing plants are located in U.S., Canada and Mexico;

(ii)Enlarged Europe: Stellantis’ operations to manufacture, distribute and sell vehicles in Europe (which

includes the 27 members of the European Union, the United Kingdom (“UK”) and the members of the

European Free Trade Association), under the mainstream brands Citroën, FIAT, Opel, Peugeot, Vauxhall as

well as premium brands Alfa Romeo, DS and Lancia. Manufacturing plants are located in France, Italy,

Spain, Germany, UK, Poland, Portugal, Serbia and Slovakia. Since 2024, Leapmotor-branded vehicles have

been distributed in Enlarged Europe by LPMI;

(iii)Middle East & Africa: Stellantis’ operations to manufacture, distribute and sell vehicles primarily in Türkiye,

Algeria and Morocco under the Peugeot, Citroën, Opel, FIAT and Jeep brands. Manufacturing plants are

primarily located in Morocco, Algeria and Türkiye, through Tofas, our joint venture. Since 2024, Leapmotor-

branded vehicles have been distributed in Middle East & Africa by LPMI;

(iv)South America: Stellantis’ operations to manufacture, distribute and sell vehicles in South and Central

America, primarily under the FIAT, Jeep, Ram, Peugeot and Citroën brands, with the largest focus of its

business in Brazil and Argentina. Manufacturing plants are located in the main markets of Brazil and

Argentina. In 2025, Leapmotor-branded vehicles have been distributed in South America by LPMI;

(v)China and India & Asia Pacific: Stellantis’ operations to manufacture, distribute and sell vehicles in the Asia

Pacific region (mostly in China, Japan, India, Australia and South Korea) carried out in the region through

both subsidiaries and joint ventures, primarily under the Jeep, Peugeot, Citroën, FIAT, DS and Alfa Romeo

brands. Manufacturing plants are located in India and Malaysia, through our joint operation India Fiat India

Automobiles Private Limited (“FIAPL JV”) and our 100 percent owned subsidiary Stellantis Gurun (Malaysia).

Our Citroën and Peugeot branded vehicles are manufactured in China by Dongfeng Peugeot Citroën

Automobiles (“DPCA”) under various license agreements. Since 2024, we distribute Leapmotor-branded

vehicles in Asia Pacific (excluding China) by LPMI; and

(vi)Maserati: Stellantis’ operations to design, engineer, develop, manufacture, distribute worldwide and sell

luxury vehicles under the Maserati brand. Design, engineering and manufacturing plants are located in Italy.

With effect from January 1, 2026, our Maserati reportable segment will be eliminated and Maserati shipments

and sales will be reported by geographic area consistently with our other brands in that transactions will be

treated on a “where sold” basis. This reflects the way that our chief operating decision maker will review and

assess performance.

Stellantis also owns or holds interests in companies engaged in a range of other activities and businesses.

These activities are grouped under “Other Activities”, and primarily consists of our pre-owned car businesses,

mobility businesses through the brands Free2move and Share Now, the Company's software and data

businesses, and other investments, including Archer Aviation Inc (“Archer”), as well as the businesses providing

financial services to dealers and customers primarily in North America, Enlarged Europe, South America and

China. Also included under “Other Activities” are our companies that provide services, including accounting,

payroll, tax, insurance, purchasing, information technology, facility management and security for the Company

and management of central treasury activities.

Definitions and abbreviations

Passenger cars include sedans, station wagons and three- and five-door hatchbacks, that may range in size

from “micro” and “A-segment” vehicles of less than 3.8 meters in length to “large” or “F-segment” cars that are

greater than 5.1 meters in length. Micromobility includes solutions like electric scooters, bikes, and light

quadricycles, generally operating at low speeds and optimized for urban environments.

Utility vehicles (“UVs”) include sport utility vehicles (“SUVs”), which are available with four-wheel drive or all-

wheel drive systems that provide true off-road capabilities, and crossover utility vehicles, (“CUVs”), which are

not designed for heavy off-road use. UVs can be divided among six main groups, ranging from “micro” or “A-

segment”, defined as UVs that are less than 4.0 meters in length, to “large” or “F-segment”, defined as UVs that

are greater than 5.1 meters in length.

Light trucks are divided between vans (also known as light commercial vehicles, or “LCVs”), which typically are

used for the transportation of goods or groups of people, and pickup trucks, which are light motor vehicles with

an open-top rear cargo area. Minivans, also known as multi-purpose vehicles (“MPVs”) typically have seating for

up to eight passengers.

A vehicle is characterized as “all-new” if it is a new product with no prior model year, or if its vehicle platform is

significantly different from the platform used in the prior model year and/or it has had a full exterior renewal.

A vehicle is characterized as “significantly refreshed” if it continues its previous vehicle platform but has

significant changes or upgrades from the prior model year.

Design and Manufacturing

We sell vehicles in the UV, passenger car, truck and LCV markets. Our SUV and CUV portfolio includes vehicles

such as the Jeep Grand Wagoneer, Jeep Wrangler, Jeep Grand Cherokee, Jeep Meridian, Alfa Romeo Tonale,

Citroën C3 Aircross, DS No 8, Maserati Grecale and Peugeot E-3008. Our passenger car product portfolio

includes vehicles such as the Opel and Vauxhall Mokka, Fiat 500, Fiat Grande Panda, Alfa Romeo Giulia, Citroën

ëC3, Lancia Ypsilon, Dodge Charger and Peugeot 308, and minivans such as the Chrysler Pacifica. We sell light

duty and heavy duty pickup trucks such as the Ram 1500, Ram 2500/3500, Fiat Strada, Peugeot Landtrek, Jeep

Gladiator, and chassis cabs such as the Ram 3500/4500/5500. Our LCVs include vans such as the Fiat

Professional Doblò, Peugeot Partner, Citroën Berlingo, Opel/Vauxhall Combo and Ram ProMaster.

The “Stellantis Industrial System” is a set of manufacturing-related tools and principles intended to achieve best

in class performance as measured by health and safety, quality, throughput, cost and environmental metrics,

through empowerment of employees, enhancement of employee skill-sets, the sharing of best practices and the

improved and economical use of production assets. Originally launched in 2022 as the “Stellantis Production

Way”, the name was recently changed to emphasize continuous improvement focused on its four core pillars in

the industrial footprint: People First, Operational Excellence, Digital Transformation and Sustainability.

Research and Development

Stellantis’ recent research initiatives have been mainly concentrated in the areas of mobility electrification and

clean energy, autonomous driving, infotainment technology, vehicle electrical and software architecture, and

connectivity technologies. Significant activity has also continued with a focus to reduce overall vehicle energy

demand, fuel consumption and emissions based on traditional technologies. Recent fuel consumption and

emissions reduction activities have primarily focused on propulsion system technologies, including engines,

transmissions, axles and drivelines, hybrid and electric propulsion and alternative fuels.

Property, Plant and Equipment

As of December 31, 2025, Stellantis manufacturing facilities (including passenger vehicle and light commercial

vehicle assembly, propulsion systems and components plants, and excluding joint ventures), are primarily

located in Enlarged Europe (mainly in France, Germany, Italy, Spain, Poland and UK), North America (U.S.,

Canada and Mexico), South America (Brazil and Argentina) and Africa (Morocco). Stellantis companies also own

other significant properties including parts distribution centers, research laboratories, test tracks, warehouses

and office buildings. The total carrying value of Stellantis’ property, plant and equipment as of December 31,

2025 was €43.0 billion.

A number of Stellantis manufacturing facilities and equipment, including land and industrial buildings, plant and

machinery and other assets, were and are subject to mortgages and other security interests granted to secure

indebtedness to certain financial institutions. As of December 31, 2025, property, plant and equipment reported

as pledged as collateral for loans amounted to approximately €25 million, excluding Right-of-use assets (refer to

Note 11, Property, plant and equipment, within the Consolidated Financial Statements included elsewhere in this

report for additional information).

Stellantis is not aware of any environmental issues that would materially affect the utilization of fixed assets. Refer

to “Industrial Environmental Control” included elsewhere in this report for additional information.

Supply of Raw Materials, Parts and Components

Stellantis purchases a variety of components (including but not exclusively, mechanical, steel, electrical,

electronic and plastic components as well as castings and tires), raw materials, supplies, utilities, logistics and

other services from numerous suppliers. The purchase of raw materials, parts and components has historically

accounted for a substantial majority of our total Cost of revenues. The raw materials purchased include, but are

not limited to, steel, rubber, aluminum, resin, copper, lead, rare earths, precious metals (including platinum,

palladium and rhodium) and battery materials (including lithium, manganese, nickel, graphite and cobalt).

To support its commitment to quality, cost efficiency, sustainability, and product innovation, the Company

depends on suppliers who not only share these values but also demonstrate the capability to deliver continuous

cost improvements.

In addition, within the purchasing division, a specific raw materials organization was set up in 2023 with a goal to

secure a stable supply of key materials in particular for its electrified vehicles, aiming at selecting sustainable

and responsible processes, partners and suppliers.

For a discussion of Stellantis’ risks relating to raw materials, parts and components, refer to “Risk Factors - We

face risks associated with increases in costs, disruptions of supply or shortages of raw materials, parts,

components and systems used in our vehicles.” included elsewhere in this report for additional information. In

order to mitigate these risks, Stellantis works proactively with suppliers to identify material and part shortages

and take steps to mitigate their impact by deploying additional personnel, accessing alternative sources of

supply and managing its production schedules. Stellantis also continues to refine processes to identify emerging

capacity constraints in the supplier tiers. In addition, Stellantis continuously monitors supplier performance

according to key metrics such as part quality, delivery, performance, financial solvency and sustainability.

Intellectual Property

Stellantis owns a significant number of patents, trade secrets, licenses, trademarks and service marks,

including, in particular, the marks of its vehicle and component and production systems brands, which relate to

its products and services. We expect the number to grow as we continue to pursue technological innovations.

We file patent applications in Europe, the U.S. and around the world to protect technology and improvements

considered important to our business. No single patent is material to our business as a whole.

Employees

At December 31, 2025, Stellantis had a total of 258,668 employees (excluding employees of joint arrangements,

associates and unconsolidated subsidiaries), a 4.2 percent increase from December 31, 2024, and a 0.2

percent increase from December 31, 2023. The following table provides a breakdown of employees as of

December 31, 2025, 2024 and 2023 by geographical area.


	At December 31,
	2025	2024	2023
North America	80,247	75,554	81,341
Enlarged Europe	124,084	126,242	135,211
Middle East & Africa	9,942	7,874	6,101
South America	38,799	32,612	28,928
China and India & Asia Pacific	5,596	5,961	6,694
Total	258,668	248,243	258,275

Stellantis employees are free to join trade unions, provided they do so in accordance with local laws and the

rules of the related trade union. Local collective agreements are led by the regions and/or countries which take

the global Company polices into account and reflect local particularities. As of December 31, 2025,

approximately 85 percent of our employees were covered by collective bargaining agreements.

Stellantis prioritizes social dialogue in its transformation, focusing on employee participation through an annual

global survey and fostering trust with trade unions via collective bargaining and works council agreements. This

approach aims to foster a fair transformation, mitigate business interruptions (e.g. strikes), and prevent

reputational damage. In 2025, an active dialogue was maintained with various employee representation bodies

existing at the national or transnational level. This is represented in Europe through the European Works Council,

in North America through the union, the International Union, United Automobile, Aerospace and Agricultural

Implement Workers of America (“UAW”) and in Canada through the union, Unifor.

Trade Unions and Collective Bargaining

Stellantis promotes a co-construction approach to foster a responsible relationship with employee

representatives.

Stellantis’ social relations strategy is based on six commitments:

•Stellantis supports the principles of the United Nations Universal Declaration of Human Rights and the

provision of a decent equitable work environment. We work towards providing competitive and living wages;

•Stellantis is committed to compliance with all applicable labor laws and regulations and aims to apply best

practices in human resources management;

•Stellantis bases social dialogue on relationships with independent labor unions and employee representatives

and seeks workplace cooperation;

•Stellantis’ objective is to negotiate collective bargaining agreements that are pragmatic, inclusive and

protective of its employees;

•Stellantis fosters social dialogue with the workforce on a daily basis; and

•Stellantis monitors social indicators in its subsidiaries and discloses to key internal stakeholders.

The Company endorses the International Labor Organization’s (“ILO”) declaration on fundamental principles and

rights at work.

Stellantis pursues innovative collective agreements with social partners to address social challenges, maintain

competitiveness, and manage transformations through trust, transparency, and practical solutions.

Sales Overview

New vehicle sales represent sales of vehicles primarily by dealers and distributors, or, directly by us in some

cases, to retail and fleet customers. Sales include mass-market, premium and luxury vehicles manufactured at

our plants, as well as vehicles manufactured by joint ventures and third party contract manufacturers and

distributed under our brands. Sales figures exclude: (i) sales of vehicles that we contract manufacture for other

Original Equipment Manufacturers (“OEM”), (ii) vehicles from other brands that we distribute which includes

Leapmotor branded vehicles and (iii) sales of micromobility vehicles. While vehicle sales are illustrative of our

competitive position and the demand for our vehicles, sales are not directly correlated to Net revenues, Cost of

revenues or other measures of financial performance in any given period, as such results were primarily driven

by vehicle shipments to dealers and distributors or to retail and fleet customers.

For a discussion of our shipments, refer to “Financial Overview—Shipment Information” included elsewhere in

this report for additional information. Figures in the tables in this section may not add due to rounding.

Additionally, prior period figures have been updated to reflect current information provided by third party

industry sources.

The following table shows Stellantis’ new vehicle sales by geographic market for the periods presented:


	Years ended December 31,
(millions of units)	2025	2024	2023
North America	1.5	1.5	1.8
Enlarged Europe	2.5	2.6	2.7
Middle East & Africa	0.5	0.5	0.6
South America	1.0	0.9	0.9
China and India & Asia Pacific	0.1	0.1	0.2
Total Regions	5.6	5.7	6.1
Maserati	0.01	0.01	0.03
Total Worldwide	5.6	5.7	6.2

- Maserati excluded from volumes and market share of the regions

- Leapmotor excluded from volumes and market share of the regions

- Excludes banned countries: Belarus, Cuba, Iran, Russia, Sudan, Syria

North America

North America Sales and Competition

The following table presents Stellantis’ vehicle sales and estimated market share in the North America segment

for the periods presented:


Thousands of units (except percentages)	Years ended December 31,
Thousands of units (except percentages)	2025(1)		2024(1)		2023(1)
North America	Sales	Market Share	Sales	Market Share	Sales	Market Share
U.S.	1,260	7.6%	1,304	8.0%	1,527	9.6%
Canada	115	6.1%	130	7.2%	158	9.5%
Mexico	91	5.9%	94	6.0%	97	6.8%
Total	1,466	7.3%	1,527	7.8%	1,782	9.4%

(1) Estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided

by third-party sources: Canada - DesRosiers Automotive consultants, Mexico - INEGI (Government National Institute) and U.S. - Ward's

Automotive

Maserati excluded from volumes and market share

The following table summarizes new vehicle market share information and our principal competitors in the U.S.,

our largest market in the North America segment:


	Years ended December 31,
U.S.	2025	2024	2023
Automaker	Percentage of industry
GM	17.2%	16.6%	16.3%
Toyota	15.3%	14.3%	14.2%
Ford	13.3%	12.8%	12.5%
Hyundai/Kia	11.0%	10.5%	10.4%
Honda	8.6%	8.7%	8.2%
Stellantis(1)	7.6%	8.0%	9.6%
Nissan	5.6%	5.7%	5.7%
Subaru	3.9%	4.1%	4.0%
Volkswagen	3.4%	4.0%	4.0%
Tesla	3.2%	3.7%	4.0%
Other	10.8%	11.6%	11.2%
Total	100%	100%	100%

(1) Excluding Maserati

Estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by

third-party sources: Canada - DesRosiers Automotive consultants, Mexico - INEGI (Government National Institute) and U.S. - Ward's

Automotive

U.S. industry sales, including medium and heavy-duty vehicles, in addition to commercial vehicles and

passenger cars, were up approximately 259 thousand units in 2025 from 16.3 million units in 2024. Industry

sales were up 1.6 percent over 2024 calendar year.

Our vehicle line-up in the North America segment primarily leveraged the brand recognition of the Jeep, Ram,

Dodge and Chrysler brands to offer UVs, pickup trucks, cars and minivans under those brands. Vehicle sales

and profitability in the North America segment were generally weighted towards larger vehicles such as UVs,

trucks and vans, consistent with overall industry sales.

U.S. sales saw their first consecutive quarterly increase since 2023 in the second half of 2025. Overall, U.S.

sales were down 3.3 percent from 2024 as the Company reset its plan for the U.S. This plan provides the

customer a diversified powertrain lineup, including the return of the 5.7-liter HEMI V-8 eTorque engine in the

Ram 1500; the all-electric Dodge Charger Daytona Scat Pack; and the Dodge Charger SIXPACK Scat Pack

(ICE), which arrived in dealerships in late 2025.

Brand highlights include Ram retail sales increasing 17.5 percent for the calendar year; Dodge Durango had its

best total sales year since 2005, up 37 percent over 2024. Jeep and Chrysler both posted yearly sales increases

of 1 percent.

North America Distribution

In the North America segment, our vehicles are sold primarily to dealers in our dealer network for sale to retail

consumers and to fleet customers. Fleet sales in the commercial channel are typically more profitable than sales

in the government and daily rental channels since they more often involve customized vehicles with more

optional features and accessories; however, vehicle orders in the commercial channel are usually smaller in size

than the orders made in the daily rental channel. Fleet sales in the government channel are generally more

profitable than fleet sales in the daily rental channel primarily due to the mix of products included in each

respective channel.

North America Dealer and Customer Financing

Stellantis Financial Services U.S. Corp (“ SFS U.S.”) provides U.S. customers and dealers with a complete range

of financing options, including retail loans, leases, and floorplan financing. SFS U.S. is currently playing a

predominant role in retail and leasing financing with a market share of approximately 18 percent and 90 percent

respectively and a total market share of approximately 40 percent. As of December 31, 2025, SFS U.S. provided

wholesale (i.e. floorplan and others) lines of credit to 264 dealers representing approximately 10 percent of the

Stellantis network in the U.S, with Bank of America and Ally Financial Inc. complementing wholesale funding

offer to, approximately an additional 8 percent and 25 percent respectively, in 2025 Stellantis terminated the

agreement with Santander Consumer USA Inc.

In Canada, our customers are served by cooperation agreements with local banks providing retail financing and

leasing.

In April 2025, Stellantis acquired a 20.6 percent equity interest in STM Financial, SAPI de C.V., SOFOM, E.R.,

Grupo Financiero Inbursa (“STM Financial”), a Mexican financial services company. The investment supports

Stellantis’ strategy to strengthen its automotive financing capabilities in Mexico and aligns with its global

objective to expand direct financial services in key markets. The investment is accounted for as an associate

using the equity method. Under the terms of the agreement, Stellantis acquired 20.6 percent of the shares of

STM Financial, representing 49.9 percent of the rights and obligations related to the dealer portfolio and the

newly originated retail customer portfolio. STM Financial operated with two share classes and, after a mid‑year

redemption of Series A shares held by Inbursa, Stellantis’ ownership increased from 20.6 percent to 23.4

percent of total share capital at December 31, 2025 and is expected to increase to 49.9 percent over an

estimated two‑year period.

Enlarged Europe

Enlarged Europe Sales and Competition

The following table presents Stellantis’ vehicle sales and market share in the Enlarged Europe segment for the

periods presented:


Thousands of units (except percentages)	Years ended December 31,
Thousands of units (except percentages)	2025		2024		2023
Enlarged Europe(1)	Sales	Market Share	Sales	Market Share	Sales	Market Share
France	558	28.0%	599	28.5%	634	29.4%
Italy	493	28.7%	531	30.2%	591	33.5%
Germany	379	12.1%	416	13.4%	389	12.5%
UK	285	12.1%	299	12.9%	313	13.9%
Spain	213	15.9%	208	17.6%	221	20.2%
Other	494	10.7%	502	11.1%	546	12.5%
Europe(2)	2,422	16.0%	2,556	17.0%	2,695	18.3%
Other Europe(3)	32	2.9%	22	2.7%	18	2.4%
Total	2,454	15.1%	2,577	16.3%	2,713	17.5%

(1) Excludes banned Countries: Belarus, Russia

(2) European Union (“EU”) EU30 = EU27 (excluding Malta), Iceland, Norway, Switzerland and UK. Industry and market share information is

derived from third-party industry sources (e.g. Agence Nationale des Titres Sécurisés (“ANTS”), Ministry of Infrastructure and Sustainable

Mobility (“MIMS”) and ANFAC Spain) and internal information

(3) Other Europe = Eurasia (Armenia, Azerbaijan, Georgia, Kazakhstan, Moldova, Uzbekistan) and other Europe (Albania, Bosnia, Kosovo,

Malta, Montenegro, North Macedonia, Serbia and Ukraine). Effective January 1, 2025, Israel and Palestine are reported within Enlarged

Europe (prior periods have not been restated)

Maserati excluded from volumes and market share of the region

Leapmotor excluded from Stellantis volumes and market share of the region

The following table summarizes new vehicle market share information and our principal competitors in Europe,

our largest market in the Enlarged Europe segment:


	Years ended December 31,
Europe 30(1)	2025	2024	2023
Automaker	Percentage of industry
Volkswagen	25.1%	24.3%	24.0%
Stellantis(2)	16.0%	17.0%	18.3%
Renault	10.6%	10.7%	10.5%
Toyota	7.0%	7.4%	6.7%
Hyundai/Kia	7.0%	7.1%	7.5%
BMW	6.4%	6.2%	6.2%
Mercedes-Benz	5.8%	6.2%	6.2%
Ford	5.6%	5.5%	5.9%
Other	16.4%	15.6%	14.7%
Total	100%	100%	100%

(1) Europe 30 = 27 members of the European Union excluding Malta and including Iceland, Norway, Switzerland and UK

(2) Excluding Maserati

Leapmotor excluded from Stellantis volumes and market share of the region

Estimated market share information is derived from third-party industry sources (e.g., ANTS, MIMS and ANFAC Spain) and internal

information

1 France, Germany, Italy, Spain, UK, Austria, Belgium, Luxembourg, Netherlands, Poland and Portugal

In 2025, the EU30 automotive market recorded results broadly in line with the previous year with new vehicle

registrations at 15.1 million resulting in a slight growth of 0.9 percent compared to 2024.

In the EU30 passenger cars (“PC”) and commercial vehicles (“CV”) markets, Stellantis confirmed its second

place position with a market share of 16 percent. Sales increased in Austria, Belgium, Luxembourg, Poland,

Portugal and Spain out of the G10(1). Stellantis confirmed its first place position in France, Italy and Portugal and

its second place position in Germany, Spain, United Kingdom, Austria, Belgium, Luxembourg.

In the EU30 CV market, Stellantis Pro One confirmed its overall leadership with a share of 28.6 percent and first

place in seven countries (Italy, France, Spain, Portugal, Belgium, Luxembourg, Austria and Poland) powered by

Citroën, FIAT Professional, Opel, Peugeot and Vauxhall and strong carlines leading the C- and E-van segments

in Luxembourg, Belgium, France, Italy and Spain.

Stellantis’ performance is supported by iconic models such as the Peugeot 208 and 2008 both amongst the top

10 best sellers in the EU30, while Fiat Panda is leader of the A-segment with 24 percent market share. In the B-

hatch segment, Stellantis has three cars in the top six with Peugeot 208, Opel/Vauxhall Corsa and Citroën C3

collectively representing 24.3 percent market share. In the B-SUV segment, the Peugeot 2008 ranked in the top

four with 172 thousand units sold. In the C-SUV, the Peugeot 3008 placed in the top five with 121 thousand units,

up 23.4 percent in volume compared with 2024.

Stellantis confirmed its leadership of the BEV B-segment with more than 31 percent market share in the fast-

growing segment (a sales increase of 32.6 percent compared to 2024), with nine vehicles in the top 20.

Enlarged Europe Distribution

In Europe, we sell and service our vehicles through our own dealers (located in most European markets),

independent dealers, retailers, and authorized workshops. In other markets and segments where we do not have

a substantial presence, we have agreements with general distributors.

In 2023, Stellantis and its European dealers signed over 8,000 sales and 25,000 aftersales contracts in ten key

European countries. Their shared objectives include simplification, a multi-brand approach, customer-centricity,

and quality assurance. Stellantis initially adopted the new retailer model in Austria, Belgium, Luxembourg, and

the Netherlands in September 2023, and has been working to further enhance the model in these early adopter

countries, allowing its network sufficient time to adapt in a competitive landscape with new entrants. In 2025,

Stellantis confirmed the dealer model as the standard commercial approach across Enlarged Europe countries

excluding Austria, Belgium, Luxembourg and the Netherlands, reinforcing its strategic collaboration with the

dealer network and supporting the collective ability to address the key challenges facing the automotive sector.

In Austria, Belgium, Luxembourg, and the Netherlands, the Company continued to advance the implementation

of the new retailer model. Early indicators show a positive trajectory, with market share increasing by more than

1.4 percentage points compared with 2024 in Belgium, Luxembourg and Austria.

During 2024, Stellantis began distributing Leapmotor vehicles in Europe through LPMI. and has been introduced

in more than 400 dealerships already representing our existing brands.

Stellantis continues to work closely with its dealer network, emphasizing their partnership to address the

challenges of the automotive industry, including electrification.

Enlarged Europe Dealer and Customer Financing

The Stellantis leasing and financing activities are structured through the following partnerships:

(i)Leasys, a 50 percent held joint venture with Crédit Agricole Consumer Finance & Mobility dedicated to pan-

European multi-brand long-term operational leasing activities;

(ii)A partnership between Stellantis Financial Services Europe (“SFSE”), and BNP Paribas Personal Finance

(“BNPP PF”) related to financing activities carried-out through approximately a 50 percent interest in a joint-

venture operating in Germany, Austria and the UK; and

(iii)A partnership between SFSE and Group Santander Consumer Finance (“SCF”) related to financing activities

carried out through 50 percent held joint-ventures in France, Italy, Spain, Belgium, Poland, the Netherlands

and through a commercial agreement with SCF in Portugal.

The partnerships with BNPP and SCF cover all Stellantis brands and the Leapmotor brand.

Middle East & Africa (“MEA”)

Middle East & Africa Sales and Competition

The following table presents Stellantis’ vehicle sales and market share in the Middle East & Africa segment for

the periods presented:


Thousands of units (except percentages)	Years ended December 31,
Thousands of units (except percentages)	2025		2024		2023
Middle East & Africa	Sales	Market Share	Sales	Market Share	Sales	Market Share
Türkiye	360	26.3%	343	27.7%	419	34.0%
Algeria	58	85.4%	67	65.2%	56	86.5%
Morocco	43	18.2%	35	19.9%	33	20.7%
Gulf(1)	25	1.6%	30	2.0%	33	2.4%
Overseas France(2)	17	26.8%	19	28.5%	21	28.8%
Israel Zone(3)	—	—%	14	5.2%	21	7.4%
Egypt	13	9.1%	6	6.9%	8	10.8%
Other(4)	25	2.5%	24	2.6%	23	2.6%
Total	541	12.2%	538	12.4%	614	14.8%

(1) Includes: Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, Untied Arab Emirates (“UAE”) and Yemen

(2) Includes: French Guiana, Mayotte, Reunion, Martinique and Guadeloupe

(3) Includes: Israel and Palestine. Effective January 1, 2025, Israel and Palestine are reported within Enlarged Europe (prior periods have

not been restated)

(4) Excludes banned countries: Iran, Sudan and Syria

Leapmotor excluded from Stellantis volumes and market share of the region

Estimated market share information is derived from third-party industry sources of MEA countries (e.g., AMIC (Egypt), ODMD (Türkiye),

AMBG (Saudia Arabia, Qatar, United Arab Emirates, Yemen), AIVAM (Morocco) and internal information

Maserati excluded from volumes and market share of the region

In 2025, the total industry volume of Middle East & Africa increased by 2.4 percent. Sales increased by 0.6

percent with 3 thousand more deliveries.

Overall market share of the region reached 12.2 percent, down by 0.2 percent compared to 2024.

The market share decrease was primarily due to end of production of B-segment LCV in Türkiye and slow ramp

up of local production in Algeria.

CV sales increased by 3.7 percent, up to 186 thousand units, representing a 21.3 percent market share.

The following table summarizes new vehicle market share information and our principal competitors in the

Middle East & Africa:


	Years ended December 31,
G5(1) Middle East & Africa	2025	2024	2023
Automaker	Percentage of industry
Toyota	18.1%	17.9%	18.6%
Stellantis(2)	13.7%	14.2%	17.7%
Hyundai/Kia	12.1%	12.6%	12.0%
Renault	8.6%	8.8%	9.2%
Volkswagen	8.0%	7.8%	7.4%
Ford	5.7%	5.9%	5.7%
Nissan	5.3%	5.6%	5.3%
Chery	3.5%	3.4%	2.2%
Other	25.0%	23.9%	21.9%
Total	100%	100%	100%

(1) G5: Türkiye, Morocco, Gulf, Overseas France and Egypt

Gulf: Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, UAE and Yemen

Overseas France: French Guiana, Mayotte, Reunion, Martinica and Guadeloupe

(2) Excluding Maserati

Leapmotor excluded from Stellantis volumes and market share of the region

Estimated market share information is derived from third-party industry sources of MEA countries (e.g. AMIC (Egypt), ODMD (Türkiye),

AMBG (Saudia Arabia, Qatar, United Arab Emirates, Yemen), AIVAM (Morocco)) and internal information

Middle East & Africa Distribution

In Türkiye, following the sale of Stellantis Otomotiv Pazarlama A.S. to Tofas in April 2025, the commercial

activities of all Stellantis brands are now consolidated under Tofas, a joint venture with the Koç Automotive

Group (refer to Note 3, Scope of consolidation within the Consolidated Financial Statements included elsewhere

in this report for additional information).

In Morocco the national sales company is in charge of distributing Alfa Romeo, Citroën, DS, FIAT, Jeep and

Peugeot. Opel is managed by a local importer. In South Africa we also operate through a national sales

company that distributes Peugeot, Citroën, Opel, FIAT, Jeep and Alfa Romeo. In Algeria, a national sales

company is in charge of distributing FIAT, while Opel is managed by local importer. In all other markets of the

region, we distribute through agreements with local general distributors.

Middle East & Africa Dealer and Customer Financing

Stellantis’ retail‑financing activities in Türkiye were historically split between former FCA brands, handled by a

Tofas‑owned subsidiary, and former PSA brands, managed by an SFSE subsidiary working with several local

financial institutions. Following the April 2025 agreement that designated Tofas as the distributor for all Stellantis

brands, SFSE’s subsidiary BPF Pazarlama was sold to Tofas in December 2025. This move unified all dealer and

customer financing under Koc Stellantis Finansman A.S., a 100 percent owned Tofas subsidiary.

In Morocco, in September 2025, Fidis S.p.A. which is a 100 percent owned by the Company, finalized the

acquisition of 80 percent shareholding in AXA Credit, a regulated financial services company, from AXA

Assurance Morocco, with the intention to offer dealer and customer financing for all Stellantis brands in the

country.

Cooperation agreements are also in place with third-party financial institutions to provide dealer network and

retail customer financing in South Africa and retail customer financing in Algeria.

South America

South America Sales and Competition

The following table presents Stellantis’ vehicle sales and market share in the South America segment for the

periods presented:


Thousands of units (except percentages)	Years ended December 31,
Thousands of units (except percentages)	2025(1)		2024(1)		2023(1)
South America	Sales	Market Share	Sales	Market Share	Sales	Market Share
Brazil	751	29.3%	734	29.4%	687	31.4%
Argentina	177	30.5%	116	29.7%	120	28.2%
Other South America	67	5.3%	66	5.9%	72	6.4%
Total	994	22.6%	916	22.9%	879	23.5%

(1) Estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided

by third-party sources, National Organization of Automotive Vehicles Distribution and Association of Automotive Producers

Maserati excluded from volumes and market share

Excludes banned country: Cuba

Leapmotor excluded from Stellantis volumes and market share of the region

The following table summarizes new vehicle market share information and our principal competitors in Brazil, our

largest market in the South America segment:


	Years ended December 31,
Brazil	2025(1)	2024(1)	2023(1)
Automaker	Percentage of industry
Stellantis(2)	29.3%	29.4%	31.4%
Volkswagen	17.6%	16.6%	16.4%
GM	10.8%	12.6%	15.0%
Hyundai/Kia	8.1%	8.5%	8.7%
Toyota	6.7%	8.2%	8.8%
Renault	5.1%	5.6%	5.8%
BYD	4.4%	3.1%	0.8%
Honda	4.0%	3.7%	3.3%
Chery	3.1%	2.4%	1.4%
Nissan	3.0%	3.5%	3.3%
Other	7.7%	6.3%	5.0%
Total	100%	100%	100%

(1) Estimated market share data presented are based on management’s estimates of industry sales data, which use data provided by

ANFAVEA (Associação Nacional dos Fabricantes de Veículos Automotores)

(2) Excluding Maserati

Leapmotor excluded from Stellantis volumes and market share of the region

Automotive industry volumes within the countries in the South America segment increased by 9.9 percent to 4.4

million units in 2025, which was primarily driven by Argentinian market growth of 48.5 percent, mainly due to

improved economic recovery. The Brazilian market recorded a 2.5 percent increase in sales volume in 2025.

Stellantis’ maintained its market share leadership in South America despite a decline, from 22.9 percent in 2024

to 22.6 percent in 2025, as well as in Brazil and Argentina markets with 29.3 percent and 30.5 percent,

respectively. FIAT is the brand leader in the region, maintaining its leadership position despite a decrease,

from14.5 percent in 2024 to 14.2 percent in 2025. FIAT also led the pickup truck market in Brazil, with the Fiat

Strada, Toro, and Titano, launched earlier this year (together represent an aggregate of 42.1 percent market

share in the segment). Jeep achieved 4.9 percent of the total industry sales in Brazil with 11.3 percent market

share in the SUV segment.

South America Distribution

In Brazil and Argentina, distribution is through dealers of each brand, although it is common for the same

distributor to have several stores in order to offer different brands. In other countries, distribution is through multi-

brand importers or dealers.

South America Dealer and Customer Financing

In the South America segment, we provide access to dealer and retail customer financing as well as rental

products through captive finance companies and through strategic relationships with financial institutions.

In Argentina, following the completion of the sale of our 50 percent interest in FCA Compañía Financiera S.A. to

Banco BBVA Argentina S.A. (“BBVA”) in December 2025, we now operate two 50‑percent‑owned joint ventures

with BBVA: FCA Compañía Financiera S.A., which serves the former FCA brands, and PSA Finance Argentina

Compañía Financiera S.A., which serves the former PSA brands. Both entities provide dealer and retail financing

solutions.

In Brazil, we have three 100 percent owned captive finance companies that offers dealer and retail customer

financing and rental services with Banco Stellantis S.A. mainly focusing on dealer financing, Stellantis

Financiamentos Sociedade de Credito, Financiamento e Investimento S.A. focusing on retail financing and

Stellantis Locadora de Automoveis Ltda focusing on rental services.

China and India & Asia Pacific

China and India & Asia Pacific Sales and Competition

The following table presents Stellantis’ vehicle sales and market share in the China and India & Asia Pacific

segment:


Thousands of units (except percentages)	Years ended December 31,
Thousands of units (except percentages)	2025(1)(5)		2024(1)(5)		2023(1)(5)
China and India & Asia Pacific	Sales	Market Share	Sales	Market Share	Sales	Market Share
China(2)*	43	0.2%	48	0.2%	69	0.3%
Japan	25	0.7%	25	0.7%	33	0.8%
India(3)	11	0.2%	12	0.3%	17	0.4%
Australia	9	0.7%	11	0.9%	18	1.5%
Asean & General Distributors (“AGD”)(4)	8	0.2%	10	0.3%	12	0.3%
South Korea	3	0.2%	4	0.2%	7	0.4%
New Zealand	1	1.0%	1	1.2%	3	1.8%
China and India & Asia Pacific major Markets	101	0.3%	111	0.3%	157	0.4%
Other China and India & Asia Pacific	1	—%	1	—%	2	—%
Total	102	0.2%	113	0.3%	159	0.4%

* Includes Hong Kong and Taiwan

(1) Estimated market share information is derived from third-party industry sources of China & Asia Pacific countries (e.g. CADA and CPCA

(China PC Domestic), CATARC (China PC Import), FCAI (Australia), SIAM (India PC), JADA and JAIA (Japan), MIA (New Zealand), IHS

(Thailand), MAA (Malaysia)) and internal information

(2) Data include vehicles sold by our joint ventures in China for Stellantis brands

(3) India market share is based on wholesale volumes

(4) AGD includes Bangladesh, Brunei, Cambodia, French Polynesia, Indonesia, Laos, Malaysia, Myanmar, Nepal, New Caledonia,

Philippines, Singapore, Sri Lanka, Thailand and Vietnam

(5) Sales reflect retail deliveries. China and India & Asia Pacific industry reflects aggregate for major markets where the Company

competes (China (PC), Japan (PC), India (PC), South Korea (PC and Pickups), Australia, New Zealand and AGD). Market share is based

on retail/registrations except, as noted above, in India where market share is based on wholesale volumes

Maserati excluded from volumes and market share

Leapmotor excluded from Stellantis volumes and market share of the region

In 2025, 24.2 million passenger cars were sold in China, which represents a 3.3 percent year-over-year

increase. The automotive industry grew by 4.5 percent in India & Asia Pacific region, reaching 15.1 million

vehicles sold. There was growth across all markets in the region. India led with a 5.8 percent increase, driven by

strong performance from local brands and the reduction in the goods and services tax. Japan grew by 3

percent, supported by an 8.4 percent expansion in the compact‑car segment while the remainder of the market

was stable. South Korea recorded a 5 percent increase, reflecting robust domestic SUV demand. AGD rose by

5.3 percent, primarily due to growth in Vietnam and Thailand. The Australian market grew modestly by 0.6

percent, with EV, plug-in hybrid vehicles (“PHEV”), and hybrid penetration increasing from 24 percent to 30

percent overall.

We sell a range of vehicles in the China and India & Asia Pacific segment, including small and compact cars,

premium mid-size cars, UVs and LCVs. In the China and India & Asia Pacific segment we also distribute

vehicles that are manufactured in the U.S. and Europe through our dealers and distributors.

China and India & Asia Pacific Distribution

In the key markets in the China and India & Asia Pacific segment (China, Australia, India, Japan, South Korea

and AGD), Stellantis vehicles are sold through our 100 percent owned subsidiaries as well as general

distributors in some markets or in China through DPCA to local independent dealers. Dongfeng Peugeot Citroën

Automobile Sales Co (“DPCS”) markets the vehicles produced by DPCA under various license agreements in

China, and a 100 percent owned national sales company in China operates and manages the import vehicles’

sales in China (except Maserati). We operate through national sales companies in Australia, Japan, India,

Malaysia and South Korea. In AGD and Australia & New Zealand, we have agreements with general distributors.

China and India & Asia Pacific Dealer and Customer Financing

In China, we operate100 percent owned finance and lease companies, Stellantis Automotive Finance Co., Ltd

and Stellantis Leasing Services Co Ltd. These entities allow us to support our sales activities in China, offering to

our dealer networks and retail and commercial customers a full range of wholesale and retail financing, as well

as financial and operational leasing products. Cooperation agreements are also in place with third-party

financial institutions to provide dealer network and retail customer financing in India, South Korea, Australia and

Japan.

Maserati

The following table shows the distribution of Maserati sales by geographic regions and as a percentage of total

sales for each of the years ended December 31, 2025, 2024 and 2023:


	2025 Sales	As a percentage of 2025 sales	2024 Sales	As a percentage of 2024 sales	2023 Sales	As a percentage of 2023 sales
U.S./Mexico	2,857	25.7%	4,807	32.6%	7,907	29.6%
Europe top 4(1)	3,126	28.1%	3,733	25.4%	6,035	22.6%
China	1,431	12.9%	1,209	8.2%	4,367	16.4%
Japan	755	6.8%	1,102	7.5%	1,729	6.5%
Other countries	2,958	26.6%	3,874	26.3%	6,651	24.9%
Total	11,127	100.0%	14,725	100.0%	26,689	100.0%

(1) Italy, United Kingdom, Germany and Switzerland

China includes Hong Kong

U.S. includes Mexico and Puerto Rico

In 2025, a total of 11.1 thousand Maserati vehicles were sold, a decrease of 3.6 thousand units compared to

2024. This result is mainly influenced by lower Grecale volumes, reduced appetite for western OEM luxury

products in China, tariffs in U.S., reduction of product portfolio as three nameplates ended production at the end

of 2023 and early 2024, and the impact of inventory reduction initiatives.

In Europe, depending on the country, access to dealer and customer financing for Maserati vehicles are either

through joint ventures with BNPP PF or SCF. In China, our 100 percent owned captive finance companies,

Stellantis Automotive Finance Co. Ltd and Stellantis Leasing Services Co Ltd. provide dealer and retail financing

and financial and operational leasing products. In the U.S., JPMorgan Chase Bank is the main financial services

provider to retail customers, complemented also by SFS U.S. In other regions, we rely on local agreements with

financial services providers for financing to dealers and end customers.

Cyclical Nature of the Business

As is typical in the automotive industry, Stellantis’ vehicle sales are highly sensitive to general economic

conditions, availability of low interest rate vehicle financing for dealers and retail customers and other external

factors, including fuel prices, and as a result could vary substantially from month to month and year to year.

Retail consumers tend to delay the purchase of a new vehicle when disposable income and consumer

confidence is low. Moreover, increases in inflation may lead to subsequent increases in the cost of borrowing

and availability of affordable credit for vehicle financing, which may further cause retail consumers to delay the

purchase of a new vehicle. In addition, Stellantis’ vehicle production volumes and related revenues could vary

from month to month, sometimes due to plant shutdowns, which could occur for several reasons including raw

material or component unavailability, production changes from one model year to the next and actions to

balance vehicle supply and demand fluctuations and also to adjust dealer stock levels appropriately. Plant

shutdowns, whether associated with model year changeovers or other factors such as temporary supplier

interruptions or work stoppages, could have a negative impact on Stellantis’ revenues and working capital as

Stellantis continues to pay suppliers under established terms while Stellantis would not receive proceeds from

vehicle sales. Refer to “Liquidity and Capital Resources—Liquidity Overview” included elsewhere in this report

for additional information.

Legal Proceedings

Takata Airbag Inflators

Putative class action lawsuits were filed in March 2018 against FCA US LLC (“FCA US”), a 100 percent owned

subsidiary of Stellantis, in the U.S. District Courts for the Southern District of Florida and the Eastern District of

Michigan, asserting claims under federal and state laws alleging economic loss due to Takata airbag inflators

installed in certain of our vehicles. The cases were subsequently consolidated in the Southern District of Florida.

In November 2022, the Court granted summary judgment in FCA US’s favor against all claimants except those in

Georgia and North Carolina. Plaintiffs were granted leave to file an amended complaint to add additional states

to the pending action. Plaintiffs’ appeal of the grant of summary judgment was dismissed by the Court for lack of

jurisdiction. In May 2024, the Court entered an order to allow FCA US’s renewed motions for summary judgment

to address the remaining amended claims.

In June 2023, the Court entered an order preliminarily granting class certification for the amended complaint. In

July 2023, the Court revisited its class certification order and further narrowed the classes based on a recent

Court of Appeals decision. FCA US’ appeal of the Court’s preliminary order was denied.

Emissions

We face class actions and individual claims alleging emissions non-compliance in several countries. Several

former FCA and PSA companies and Dutch dealers have been served with class actions in the Netherlands by

Dutch foundations seeking monetary damages and vehicle buybacks in connection with alleged emissions non-

compliance of certain vehicles equipped with diesel engines. We have also been notified of a potential class

action on behalf of Dutch consumers alleging emissions non-compliance of certain former FCA vehicles sold as

recreational vehicles, and are subject to a securities class action in the Netherlands, alleging misrepresentations

by FCA. Class actions alleging emissions non-compliance has also been filed and are on-going in Portugal

regarding former FCA vehicles, in the UK regarding former FCA and PSA vehicles, and in Israel regarding

former PSA vehicles. We are also defending approximately 1,500 pending individual consumer claims alleging

emissions non-compliance in Germany and approximately 70 individual consumer cases in Austria relating to

former FCA vehicles.

General Motors

In November 2019, General Motors LLC and General Motors Company (collectively, “GM”) filed a lawsuit in the

U.S. District Court for the Eastern District of Michigan against FCA US, FCA N.V., now Stellantis N.V., and certain

individuals, claiming violations of the Racketeer Influenced and Corrupt Organizations (“RICO”) Act, unfair

competition and civil conspiracy in connection with allegations that FCA US made payments to The International

Union, United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) officials that

corrupted the bargaining process with the UAW and as a result FCA US enjoyed unfair labor costs and

operational advantages that caused harm to GM. GM also claimed that FCA US had made concessions to the

UAW in collective bargaining that the UAW was then able to extract from GM through pattern bargaining which

increased costs to GM and that this was done by FCA US in an effort to force a merger between GM and FCA

N.V. The court dismissed GM’s lawsuit with prejudice and the U.S. Court of Appeals for the Sixth Circuit

subsequently affirmed the dismissal of GM’s complaint. In April 2023, the U.S. Supreme Court declined to grant

review of the Sixth Circuit’s decision, which finally resolved the federal court case.

Following dismissal of its Federal court case, GM filed an action against FCA US and FCA N.V., now Stellantis

N.V., in Michigan state court, making substantially the same claims as it made in the federal litigation. In October

2021, the court granted Stellantis N.V. and FCA US’s motion for summary disposition. GM filed a motion for

reconsideration and in December 2021, the court granted GM’s motion, permitting GM to amend its complaint.

GM filed a second amended complaint in December 2021. In May 2022, the court denied FCA US’s motion for

summary disposition and permitted discovery to proceed against FCA US. In July 2022, the court granted

Stellantis N.V.’s motion for summary disposition, but in November 2022 the court granted GM’s motion for

reconsideration and permitted jurisdictional discovery to proceed against Stellantis N.V. The case is currently

stayed while the Michigan Court of Appeals considers certain trial court rulings regarding privilege.

2024 Financial Guidance

In August 2024, a putative securities class action complaint was filed in the U.S. District Court of the Southern

District of New York against Stellantis N.V. and certain of its former officers, alleging that the defendants made

material misstatements relating to the Company’s 2024 financial guidance. Plaintiffs filed an amended complaint

in March 2025 and a motion to dismiss was filed by Stellantis N.V. and the individual defendants in June 2025.

Government Inquiries

Emissions

We are subject to criminal and civil governmental investigations alleging emissions non-compliance in certain

European jurisdictions and we continue to cooperate with these investigations.

As part of the judicial investigation of several automakers in France, commencing in 2016 and 2017,

Automobiles Peugeot and Automobiles Citroën were placed under examination by the Judicial Court of Paris in

June 2021 on allegations of consumer fraud in connection with the sale of Euro 5 diesel vehicles in France

between 2009 and 2015. In July 2021, FCA Italy (now known as Stellantis Europe) was placed under

examination by the same court for possible consumer fraud in connection with the sale of Euro 6 diesel vehicles

in France between 2014 and 2017. As is typical in a French criminal inquiry, each of the companies were

required to pay bail for the potential payment of damages and fines and to ensure representation in court, and to

provide a guarantee for the potential compensation of losses. None of these amounts were, individually or in

aggregate, material to the Company. Civil parties have joined the case and may seek further compensation. The

Public Prosecutor has requested that the companies involved be referred to criminal court on consumer fraud

charges and a decision on whether to proceed is before the Investigating Judge.

In May 2023, the German authority, Kraftfahrt-Bundesamt (“KBA”) notified Stellantis of its investigation of certain

Opel Euro 5, Fiat Euro 5 and Euro 6 vehicles and its intent to require remedial measures based on the alleged

non-compliance of the diesel engines in certain of those vehicles. The KBA subsequently expanded its inquiry to

include Euro 5 and Euro 6 engines used in certain Alfa Romeo, FIAT and Jeep vehicles, as well as Suzuki

vehicles equipped with diesel engines supplied by FCA Italy and requested information relating to all Stellantis

vehicles that may make use of strategies similar to those allegedly used by the identified vehicles. Stellantis

Europe is cooperating with the KBA and the relevant homologation authority. In January 2024, the KBA advised

that the Opel vehicles, equipped with Euro 5 engines, are non-compliant. At the KBA’s request, during the first

half of 2024, Opel submitted a plan to bring the vehicles into compliance. In July 2024, Opel received a formal

decision of non-compliance from the KBA regarding its vehicles equipped with Euro 5 diesel engines. Although

we objected to this formal decision, we continue to cooperate with the KBA inquiries and, at this stage, we are

unable to reliably evaluate the likelihood that a loss will be incurred or estimate a range of possible loss. Given

the number of vehicles potentially involved, however, the cost of any recall, and the impact that any recall could

have on related private litigation, may be significant.

In December 2019, the Italian Ministry of Transport (“MIT”) notified FCA Italy of communications with the Dutch

Ministry of Infrastructure and Water Management (“I&W”) regarding certain irregularities allegedly found by the

RDW and the Dutch Center of Research TNO in the emission levels of certain Jeep Grand Cherokee Euro 5

models and a vehicle model of another OEM containing a Euro 6 diesel engine supplied by FCA Italy. In January

2020, the Dutch Parliament published a letter from the I&W summarizing the conclusions of the RDW regarding

those vehicles and engines and indicating an intention to order a recall and report their findings to the Public

Prosecutor, the European Commission (“EC”) and other member states. FCA engaged with the RDW to present

our positions and cooperate to reach an appropriate resolution of this matter. FCA Italy proposed certain

updates to the relevant vehicles that have been tested and approved by the RDW and are now being

implemented without further concerns being raised by RDW.

In July 2020, unannounced inspections took place at several of FCA’s sites in Germany, Italy and the UK at the

initiative of the Public Prosecutors of Frankfurt am Main and of Turin, as part of their investigations of potential

violations of diesel emissions regulations and consumer protection laws. In April 2022, former FCA companies

received an order to produce documents to the Public Prosecutors. In October 2022, inspections took place at

the Italian offices of FCA Italy and Maserati and at the German office of Maserati Deutschland. At the Public

Prosecutor of Turin’s request, the Italian proceedings were dismissed in September 2023 and October 2023. In

March 2025, the Public Prosecutor of Frankfurt am Main determined that Stellantis Europe and certain affiliated

subsidiaries had negligently breached supervisory duties and imposed a fine in an amount that is not material to

the Company. The decision did not involve a finding of intent or fraud and is now final.

In January 2024, the EC notified the MIT of the alleged non-compliance of Fiat Ducato Euro 5 and Euro 6

vehicles based on tests performed at the EC’s request. We have cooperated with the MIT in its substantive

responses to EC.

Stellantis entities, among other OEMs, have received questions from the Driver and Vehicle Standards Agency in

the UK (“DVSA”) regarding a market surveillance activity to assess vehicle emissions for compliance with

regulations and Court of Justice of the European Union rulings. Correspondence with DVSA has progressed

during 2025 and the timing of any final DVSA decision is uncertain at present. In October 2025, the French

Market Surveillance Authority (“SSMVM”) requested information about certain Stellantis diesel vehicles regarding

alleged possible NOx over-emissions and exhaustive technical explanations have been provided to the

authority.

Takata Airbag Recalls

We are subject to, and are cooperating with, criminal investigations and regulatory proceedings in several

European jurisdictions relating to the recall of Stellantis vehicles equipped with Takata airbags.

Environmental and Other Regulatory Matters

At Stellantis, we engineer, manufacture and sell our products and offer our services around the world, subject to

regulatory requirements applicable to our products that relate to vehicle emissions, fuel economy, emission

control software calibration and on-board diagnostics and vehicle safety, as well as those applicable to our

manufacturing facilities that relate to stack emissions, the management of waste, water and hazardous materials,

prohibitions on soil contamination, and worker health and safety. Our vehicles and their propulsion systems must

also comply with extensive regional, national and local laws and regulations, including those that regulate end-

of-life vehicles (“ELVs”) and the chemical content of our parts.

Compliance with the range of regulatory requirements affecting our facilities and products involves significant

costs and risks. We consistently monitor the relevant global regulatory requirements affecting our facilities and

products and adjust our operations and processes as we seek to remain in compliance although, in certain

exceptional circumstances, we may from time to time fail to meet a particular regulatory requirement. For a

discussion of the environmental and other regulatory-related risks we face, refer to “Risk Factors-Risks Related

to the Legal and Regulatory Environment in which We Operate.” included elsewhere in this report for additional

information.

Automotive Tailpipe Emissions

Numerous laws and regulations place limits on vehicle emissions, including standards on tailpipe exhaust

emissions and evaporative emissions. These standards govern a category of emissions called “criteria

emissions” that does not include greenhouse gases (“GHGs”). Related laws impose requirements on how

vehicle emission control systems are designed to ensure emissions are controlled in normal, real driving

conditions, as well as requirements to employ diagnostic software to identify and diagnose problems with

emission control components, which if undiagnosed could lead to higher emissions. This diagnostic software is

called an on-board diagnostic system (“OBD”).

Regulations also require manufacturers to conduct vehicle testing to demonstrate compliance with these

emissions limits for the useful life of a vehicle.

These requirements become more challenging each year and we expect these emissions and requirements will

continue to become even more stringent worldwide.

North America Region

The U.S. Environmental Protection Agency (“EPA”) has established federal Tier 4 emissions standards and

California Air Resources Board (“CARB”) has adopted Low Emission Vehicle (“LEV”) IV emission standards. EPA

and CARB both review manufacturers’ emission control software design as part of their emission certification

evaluation, whereas EPA has historically delegated the administration of OBD software requirements to CARB.

In addition to its LEV IV emissions standards, CARB also adopted regulations requiring that a certain percentage

of cars and light-duty trucks sold in California qualify as zero emission vehicles (“ZEV”), such as electric

vehicles, hybrid electric vehicles or hydrogen fuel cell vehicles. Advanced Clean Cars II Regulations (“ACC II”)

requires that ZEV sales increase to 100 percent of new vehicle sales by the 2035 model year. Certain other

states adopted CARB’ light-duty ZEV standards. Similarly, Quebec has amended its light-duty regulations to

require that ZEV sales increase to 100 percent of new vehicle sales by the 2035 model year.

EPA and CARB also set heavy-duty vehicle criteria emissions standards. CARB’s Omnibus Low NOx regulation

was scheduled to take effect in 2024 model year and reflects a 75 percent reduction in NMOG+NOx from prior

levels, with a further reduction in 2027 model year. EPA’s Clean Trucks Program is scheduled to take effect in

2027 model year and is similar in stringency to CARB’s Omnibus Low NOx regulation.

Similar to its light-duty rule, CARB adopted regulations requiring medium- and heavy-duty vehicle manufacturers

to sell a specified percentage of ZEVs. The Advanced Clean Trucks (“ACT”) regulation has annually increasing

ZEV sales requirements for medium- and heavy-duty manufacturers which increase to 100 percent battery

electric or fuel cell electric vehicles in 2036 model year. In 2023, Stellantis, along with other industry members,

signed on to the Clean Trucks Partnership (“CTP”), which relates to the CARB Omnibus Low NOx and ACT

regulations.

In May 2025, the United States Senate joined the House of Representatives in adopting H.J. Res. 87, 88, 89

(119th Congress), which disapproved the Clean Air Act preemption waivers for the CARB ACC II regulations,

CARB Omnibus Low NOx regulations, and the ACT regulations and in June 2025, President Trump signed the

resolutions into law, thereby disapproving the CAA waivers and eliminating CARB’s ability to enforce the

underlying regulations. California is challenging the resolutions in the Northern District of California. In addition,

certain heavy-duty manufacturers are seeking relief from CARB enforcement of certain regulations and the CTP

in the Eastern District of California.

Enlarged Europe Region

In Europe, emissions are regulated by the EU and the United Nations Economic Commission for Europe. EU

Member States can provide tax incentives/contributions for the purchase of vehicles that are rated as ZEVs or for

vehicles that meet emission standards earlier than the compliance date. Vehicles must meet emission

requirements and receive specific approval from an appropriate Member State authority before they can be sold

in any EU member state, and these regulatory requirements include random testing of newly assembled

vehicles, in-service conformity testing and market surveillance testing of vehicles in the field for emission

compliance.

Euro 6 emission levels are currently in effect for all passenger cars and light commercial vehicles which required

additional technologies and increased the cost of engines compared to prior standards. These technologies

have put additional cost pressure on the already challenging European market for small and mid-size vehicles.

Further requirements of Euro 6 have been developed by the EU and are effective for all new passenger cars and

light commercial vehicles. In addition to the Worldwide Harmonized Light Vehicle Test Procedure (“WLTP”), real

driving emissions (“RDE”) test procedures assess the regulated emissions of light duty vehicles under real

driving conditions. Test requirements related to RDE, as well as requirements relating to On-board Fuel and/or

Energy Consumption Monitoring Device for Fuel Consumption Monitoring, are in effect for all new passenger

cars and light commercial vehicles.

A new Euro 7 regulation was published in May 2024 and some portions of the new regulation will apply

beginning in late 2026. The primary new requirements of the new Euro 7 regulation are the introduction of limits

for particles emitted by brakes and tire abrasion, as well as stringent battery durability requirements.

For a discussion of emissions-related inquiries from relevant governmental agencies in the EU, refer to Note 27,

Guarantees granted, commitments and contingent liabilities, within the Consolidated Financial Statements

included elsewhere in this report for additional information. Refer also to “Risk Factors-Risks Related to the Legal

and Regulatory Environment in which We Operate” included elsewhere in this report for additional information.

South America Region

Certain countries in South America follow U.S. procedures, standards and OBD requirements, while others follow

European procedures, standards and OBD requirements. In Brazil, vehicle emission standards are regulated by

the Ministry of the Environment. Under the current phase of regulations (PROCONVE L8), which went into effect

in January 2025 with new requirements, the Company has fleet target limits (U.S. BIN methodology) and RDE

compliance factors, increasing in stringency from 2025 to 2031. Argentina has implemented regulations that

mirror the EU Euro 5 standards. In Chile, Euro 6c became effective in late 2025.

China and India & Asia Pacific Region

China 6 standards have been applied nationwide beginning in January 2021 with China 6a thresholds and China

6b thresholds beginning in July 2023. China 6a and 6b have more stringent tailpipe emissions thresholds than

Euro 6, implement OBD requirements similar to U.S. OBD II and evaporative emission control requirements, and

add RDE and U.S. onboard refueling vapor recovery requirements. Beginning July 2023, a more stringent RDE

conformity factor was also implemented and emission durability mileage was extended to 200,000 kilometers. A

preliminary study on China 7 emissions has been initiated which, in addition to the regular emissions pollutants,

may add ammonia, brake wear particles and green house gas emissions to the regulations. China 7 may also

set corporate fleet average emissions requirements. OBD requirements are expected to accommodate BEVs,

including with the addition of remote OBD and traction battery durability requirements. China 7 is not expected

to be implemented until 2029.

South Korea has implemented regulations on all gasoline vehicles, including mild hybrid electric vehicles

(“MHEVs”) and PHEVs, that are similar to California’s LEV III regulations and, beginning in 2026, will implement

regulations that are similar to LEV IV regulations, while diesel vehicles are required to meet Euro 6 emissions

requirements. Japan has adopted the UN R154, which is WLTP without highway speeds and scenarios known

as the Extra High phase, for all vehicle models.

India has implemented nationwide Bharat Stage VI (“BSVI”) Emission norms (equivalent to Euro 6). Stage 2 of

BSVI norms with more stringent OBD limits, RDE and an in-use performance ratio came into effect in April 2023.

E20 reference fuel is used for BSVI and became mandatory from April 2025. Additionally, a draft government

notification proposed to change the emission test cycle from Modified Indian Driving Cycle to WLTP beginning in

April 2027.

Australia is mandating Euro 6d emissions standards, with implementation in December 2025 for new vehicle

models submitted for certification and an implementation date of July 1, 2028 for vehicle models that were

already certified under previous standards.

Automotive Fuel Economy and Greenhouse Gas Emissions

North America Region

In the U.S., the National Highway Traffic Safety Administration (“NHTSA”) sets minimum corporate average fuel

economy (“CAFE") standards for fleets of new passenger cars and light-duty trucks sold in the U.S. CAFE

standards apply to all domestic and imported passenger car and light-duty truck fleets and currently target fuel

economy increases through model year 2031. Historically, the failure to meet NHTSA CAFE standards resulted in

the payment of civil penalties. However, recent legislation has effectively eliminated civil penalties for failing to

meet CAFE standards.

In the past the EPA has also promulgated a GHG rule for light-duty vehicles under the federal Clean Air Act, the

stringency of which increases year-over-year through model year 2031. However, in February 2026 the EPA

announced its decision to eliminate GHG standards for light-duty motor vehicles.

In March 2022, the EPA reinstated California’s authority under the Clean Air Act to enforce its own, more

stringent, GHG emission standards for passenger vehicles and light duty trucks (the “California Waiver”). Prior to

the EPA’s withdrawal of the California Waiver, automotive OEMs were deemed to be compliant with California’s

GHG emissions standards if they were compliant with the EPA’s GHG standards. This “deemed to comply”

mechanism was removed from the California regulation prior to the reinstatement of the California Waiver. As

interpreted by CARB, the EPA’s reinstatement of the California Waiver together with the removal of the “deemed

to comply” mechanism means that automotive OEMs were retroactively subject to the separate California GHG

standards beginning with the model year 2021 fleet. To settle and resolve CARB’s regulation of automotive GHG

emission reductions for model years 2021-2026 and to obtain greater certainty regarding continuing automotive

GHG emission reduction and zero-emission vehicle requirements, Stellantis and CARB entered into a Settlement

Agreement that sets forth GHG fleet commitments for model years 2021-2026.

For heavy duty vehicles (>8,500 pound gross vehicle weight rating), the U.S. GHG and fuel consumption

standards are utility based (payload and towing) and are increasing in stringency through 2032 and 2035,

respectively. Heavy-duty vehicles which exceed 14,000 pounds gross vehicle weight rating also have GHG and

fuel consumption standards based on service class and usage with increasing stringency through 2032 for

GHG, and 2027 for fuel consumption. However, in February 2026 the EPA announced its decision to eliminate

GHG standards for all heavy-duty vehicles.

The Canadian market has adopted GHG standards derived from the U.S. government’s footprint-based structure

and generally align with its technology-adoption compliance approach.

Mexico adopted a fleet average target for CO2 per kilometer, using the U.S. government’s footprint-based

regulatory structure. Starting in model year 2025, the stringency of the annual target will increase annually and

will do so until model year 2027, when it will reach 85.0-116.7 grams of CO2 per kilometer.

Enlarged Europe Region

Each vehicle manufacturer must meet a specific registrations-weighted fleet average target for tailpipe CO2

emissions for units registered in the EU in the calendar year. From 2025, the European regulations set a base

fleet target of 93.6 grams of CO2 per kilometer for passenger cars (M1) and 153.9 grams of CO2 per kilometer

for light commercial vehicles - LCVs (N1), a 15 percent reduction from 2021 levels (for both passenger cars and

LCVs). European regulations includes further target reductions in CO2 the in following years. In 2030, a 55

percent reduction for passenger cars and a 50 percent reduction for LCVs are required from 2021 levels; and in

2035, a 100 percent reduction is required from 2021 levels (for both passenger cars and LCVs).

Non-compliance with the fleet average targets will result in financial penalties to the manufacturer of €95 per CO2

gram over the target amount multiplied by the number of vehicles registered in the EU. In 2025, the European

Commission approved a measure to assess the CO2 compliance over a three-year period (2025 - 2027) for both

M1 and N1.

Other countries in Enlarged Europe region outside of the EU perimeter, such as the UK and Switzerland,

introduced specific regulations aimed to reduce vehicle CO2 emissions and fuel consumption. The UK

implemented a regulation beginning in 2024 with obligations for manufacturers to achieve a minimum

percentage of ZEVs increasing each year and reaching 100 percent in 2035, and specific targets on CO2 for

non-ZEV CO2 fleet. The UK CO2 regulation includes several flexibilities such as a credit banking/borrowing and a

trading system.

South America Region

In Brazil, the MOVER program, which follows the same concept as ROTA 2030, proposes to establish new

mandatory requirements for vehicle commercialization, including a new vehicle labeling program, commitments

to achieve new minimum level of energy efficiency, structural performance and driver assistance and a

commitment to achieve recyclability and recoverability rates.

The MOVER regulations for CO2 and fuel efficiency will start on October 1, 2026 and proposes to incorporate two

fleet categories split into: combined passenger cars and large SUV, and LCVs. Among other things, the rule

rewards the improvement of energy efficiency by adopting ethanol fuel and electric vehicle (“EV”) technologies

and provides credit flexibilities for technologies that provide benefits in conditions that are not seen on the

standardized government test cycles.

Although there is no current mandatory greenhouse gas requirement in Argentina, in 2022 the government

implemented a comparative labeling based on the European statements (NEDC cycle).

In Chile, the country’s first energy efficiency laws which include the vehicle sector, were published in 2021. The

regulations defining fuel economy technical rules and targets for light duty vehicles were published in 2022 and

implemented in 2024, while regulations defining rules and targets for medium-duty vehicles were published in

2024 and are expected to be implemented in 2028.

China and India & Asia Pacific Region

China has adopted WLTP for ICE vehicles and PHEVs and a unique Chinese test cycle is applied to BEVs. The

2021-2025 Phase V Corporate Average Fuel Consumption (“CAFC”) rules increase in stringency, reaching a

target of 4.6 liters per 100 kilometers by 2025. The 2026-2030 Phase VI CAFC regulation was released in 2025,

which will tighten up the CAFC target to 3.3 liters per 100 kilometers by 2030.

New Energy Vehicles (“NEVs”) consist of PHEVs, BEVs, and fuel cell vehicles, which generate positive NEV

credits, improve CAFC performance in the CAFC calculation, subject to meeting certain criteria. Currently, off-

cycle credit flexibilities in China are available in the areas of high efficiency air conditioning and regenerative

braking technologies, subject to meeting certain standards. China also formulated the electric consumption limit

regulation for BEVs in 2025, which is the first such requirement to be implemented globally.

China’s Ministry of Industry and Information Technology have released administrative rules regarding CAFC and

NEV credits. Non-compliance with the CAFC target in these administrative rules can be offset through carry-

forward CAFC credits, transfer of CAFC credits within affiliates, the OEMs use of its own NEV credits, or the

purchase of NEV credits. Non-compliance with the NEV credit target can be offset either by the purchase of NEV

credits or the OEM’s own eligible carry-forward NEV credits. The homologation of new products that exceed

CAFC targets will be suspended for OEMs that are unable to offset CAFC and/or NEV deficits until the deficits

are offset.

India and certain other Asia Pacific markets have enacted fuel consumption and GHG targets. For example,

from April 2022, India began enforcing phase II CAFC targets (CO2 ~113gm/km @ 1082 kg) and there is a

proposal to enforce Phase III CAFC targets with WLTP beginning in April 2027, however, these CO2 targets have

not yet been finalized.

South Korea has implemented a Phase III of CAFE/CO2 standards with more stringent targets each year through

2030. Japan has implemented a fuel economy standard that switched from vehicle weight class average to

corporate average fuel economy.

Management of end-of-life products

Vehicles

In the EU, pursuant to the EU End-of-Life Vehicle Directive (2000/53/EC) (the “EU ELV Directive”), all OEMs are

required to set up a “take-back network” with approved treatment facilities that accept vehicles from their

owners when such vehicles have reached the end of their lives.

The EU is reviewing the EU ELV Directive and the EU RRR (reusability, recyclability and recoverability) directives

and a new ELV regulation is anticipated to be finalized in early 2026 and effective on staggered dates,

depending on the relevant provision. The new regulation aims to integrate the principles of eco-design and the

obligations of recycled materials in new vehicles, for better management of ELVs and better efficiency by

reducing illegal export of ELVs out of the EU, increasing the quantity and quality of recycled materials, and

defining a fair allocation of costs between stakeholders.

In France, in anticipation of the final EU regulation, the government published a new ELV Decree (2022/1495) in

November 2022 regulating “enlarged producer responsibility” and aims to reduce illegal activity, take charge of

abandoned ELVs, and offer a free service for collection of ELVs from the last owners residing in France and the

French overseas territories. Under the decree, each OEM must directly assume the collection and processing of

the ELVs under its brands, either through a collective non-profit system or an individual system of a particular

OEM, approved by the French authorities. In 2024, implementing rules defining the requirements for the eco-

organisms and individual systems were established. In July 2024, Stellantis obtained the agreement of the

French authorities to establish an “individual system” to manage all Stellantis ELVs.

In Brazil, the MOVER program is based on the European ELV regulations and aims to promote vehicle recycling

by establishing minimum requirements for vehicle recyclability, such as recycling and recovery rates, mandatory

identification of recyclable parts and dismantling manuals, and implementation of potential tax incentives for

exceeding the targets and removing ELVs for dismantling and recycling purposes.

Vehicle Safety

North America Region

All new vehicles and vehicle equipment sold in the U.S. are governed by the National Traffic and Motor Vehicle

Safety Act of 1966 (the “NTMVS Act”), which requires that all new vehicles and equipment meet the Federal

Motor Vehicle Safety Standards (“FMVSS”) established by NHTSA. Costs continue to increase to meet the

FMVSS and other requirements from NHTSA and to meet the expectations of other public organizations and

trade associations, such as the New Car Assessment Programs (“NCAPs”) of various markets, the safety rating

program of the Insurance Institute for Highway Safety (“IIHS”) and voluntary commitments led by the Alliance for

Automobile Innovation. These new vehicle and equipment requirements and expectations include some that are

not globally harmonized. For example, NCAPs rate and compare vehicles to provide consumers with additional

information about new vehicle safety and may employ crash tests and other evaluations that differ from

applicable mandatory regulations. In the U.S., the NCAP uses a five-star rating system to indicate vehicle safety

levels.

The NTMVS Act also mandates that vehicle manufacturers address any defects related to vehicle safety through

safety recall campaigns. A manufacturer is obligated to recall vehicles if it is determined that vehicles fail to

meet a safety standard or contain a safety-related defect. The manufacturer must notify NHTSA and vehicle

owners and provide a remedy at no cost. The actual costs of such a safety recall campaign can be significant

and may result in reputational harm.

The regulatory requirements in Canada generally align with U.S. regulations, but the Canadian Motor Vehicle

Safety Act grants the Minister of Transport the power to mandate that manufacturers report defects or non-

compliance that it deems are a safety issue. A regulation implementing administrative monetary penalties

became effective in 2023.

New safety requirements applicable to vehicles sold in the U.S. include a requirement to add a seat belt

reminder system to the front seat (for the passenger) and to the rear seat(s). Vehicles manufactured on or after

September 1, 2026, must meet the front seat requirement, while the rear seat requirement applies to vehicles

built on or after September 1, 2027. NHTSA is reviewing a petition to postpone each deadline by one year.

Additional upcoming regulations also require new vehicles built on or after September 1, 2029 to be equipped

with automatic emergency braking systems. In the meantime, NHTSA has announced its intent to propose a two-

year extension of the compliance deadline, but no formal proposal has been issued.

Enlarged Europe Region

Vehicles sold in Europe are subject to vehicle safety regulations and standards, primarily under the General

Safety Regulation (“GSR”), established by the EU and incorporates United Nations Economic Commission for

Europe (“UNECE”) regulations. In very limited cases, new vehicles sold in Europe may be subject to regulations

and standards established by individual member states. The EU has adopted rigorous requirements, especially

in the area of autonomous vehicle features, such as a driver availability monitoring system, automated lane

keeping systems, and systems to replace driver’s control. The GSR incorporates the United Nations vehicle

system approval regulations and includes compulsory introduction of various active and passive safety

requirements, including manufacturer’s certifications for cybersecurity features and related vehicle applications.

Mandatory software updates for registered vehicles are also anticipated in the EU, pending national

implementation by each Member State in accordance with registration rules. The current GSR includes

provisions on mandatory active safety features for newly registered vehicles, such as lane departure warning

systems, advanced driver distraction warning, intelligent speed assistance, and advanced emergency braking.

South America Region

Vehicles sold in the South America region are subject to different vehicle safety regulations according to each

country, generally based on UNECE standards.

Under the MOVER Program, Brazil has proposed to establish new mandatory fleet safety targets, including

structural performance and driver assistance technologies such as advanced emergency braking system and

lane departure warning system, with penalties for non-compliance.

China and India & Asia Pacific Region

In China, a mandatory comprehensive event data recorder regulation, which is more complex and expansive

than equivalent U.S. regulations, was implemented on new passenger vehicles beginning in 2022. More

stringent impact testing regulations, including all-new pedestrian protection and revisions for side and rear

impacts, will be implemented in the 2026-2028 timeframe. The mandatory eCall requirement will be introduced

starting in 2027 and new regulations on the Level 2 automated driver assist systems and the restriction of flush

door handles are expected to be released in 2026 and enforced in 2027. China will also implement traction

battery safety regulations for electric vehicles, which will be the most stringent requirements globally, beginning

in July 2026.

A rating system similar to the U.S. NCAPs, known as C-NCAP, employs a strict rating structure to reduce the

number of five-star rated vehicle models. Moreover, the China Insurance Auto Safety Index, similar to IIHS,

enforces stringent standards for passenger and pedestrian protection and technologies directed at driver

assistance. Compliance with these systems and standards introduce additional obligations for safety testing and

added mandated safety features.

Industrial Environmental Control

Our operations are subject to a wide range of environmental protection laws including those laws regulating air

emissions, water discharges, waste management and related environmental effects and environmental clean-up.

Certain environmental statutes require that responsible parties fund remediation actions regardless of fault,

legality of original disposal, or ownership of a disposal site. Under certain circumstances, these laws impose

liability for related damages to natural resources.

Financial Overview

Management's Discussion and Analysis of the Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with the

information included under “Stellantis Overview” and the Consolidated Financial Statements included elsewhere

in this report. This discussion includes forward-looking statements and involves numerous risks and

uncertainties relating to Stellantis, including, but not limited to, those described under “Cautionary Statements

Concerning Forward Looking Statements” and “Risk Factors”. Actual results may differ materially from those

contained in any forward looking statements.

For a discussion of 2024 results compared to 2023 results, see “FINANCIAL OVERVIEW - Management's

Discussion and Analysis of the Financial Condition and Results of Operations” included in our 2024 Annual

Report and Form 20-F, as filed with the SEC on February 27, 2025, which specific discussion is incorporated

herein by reference.

Trends, Uncertainties and Opportunities

The trends, uncertainties and opportunities facing Stellantis are summarized below:

Shipments and Dealer Inventories. Vehicle shipments are generally driven by expectations of consumer

demand for vehicles, which is affected by economic conditions, competition from other OEMs, the appeal of our

vehicle portfolio, the availability and cost of dealer and customer financing, and incentives offered to retail

customers. In the short and medium term, shipments are also affected by the level of inventories held by

dealers. When dealer-owned inventories are unusually high, dealers typically decrease their orders for new

vehicle shipments. For example, a significant build-up in dealer inventories, particularly in the U.S., adversely

affected our shipments in 2024. Although U.S. dealer inventory levels normalized in December 2024, increased

dealer-owned inventories impacted our vehicle pricing and profitability in 2024. U.S. dealer inventories remained

normalized in 2025, and supported the improvement of shipments in North America compared to 2024.

As discussed in more detail under “Product Development and Technology” below, a key driver of consumer

demand for our vehicles and, consequently, our level of vehicle shipments, is the continued refresh, renewal and

evolution of our vehicle portfolio. In 2026, shipments in North America are expected to be impacted by the

introduction of the all-new 2026 Jeep Cherokee and internal combustion variants of the Dodge Charger, as well

as incremental shipments of the recently re-introduced 5.7-liter HEMI V-8 version of the Ram 1500.

Tariffs and Trade Policy. There has been a recent and significant increase in tariffs and duties between the

U.S. and its trading partners, including China, Canada, Mexico and the European Union. The scope and

magnitude of these tariffs going forward are likely to have a materially negative impact on our profitability,

particularly in North America. For example, the applicability and magnitude of tariffs on the all-new 2026 Jeep

Cherokee, which began production at our assembly plant in Toluca, Mexico in late 2025, is expected to have a

significant negative impact on its profitability. Tariffs or duties implemented between the U.S. and its trading

partners or among other major economies may also result in increased productions costs, higher consumer

prices and reduced consumer demand for our products, which may impact their shipment volumes and

profitability. In addition, the availability of components and raw materials may be adversely affected. The future

impact of changes in trade policies is uncertain and difficult to predict, which could also impede our ability to

plan production decisions and introductions of new vehicles to our vehicle portfolio. Refer to “Production Costs”

below for a further discussion of import duties.

Electrification. The impact of the transition to electrification on our results will continue to be complex and

difficult to predict. We have recently undertaken a comprehensive reassessment of our electrification strategy

and while electrification remains a core component of our product plan, our approach has shifted toward a more

demand‑led and regionally differentiated transition, emphasizing flexibility across powertrains, including BEV,

hybrid, REEV and ICE.

As a result of our reassessment, we recognized significant charges in 2025 related to the realignment of our

product plans and electrification roadmap, including the cancellation of certain EV programs that were not

expected to achieve profitable scale under revised assumptions, as well as impairments of certain vehicle

platforms and actions to resize our EV supply chain, including battery manufacturing capacity.

The timeline of our transition to electrification, and the duration and magnitude of its positive and negative effects

on our margins and results of operations remain highly uncertain. Refer to “Vehicle Profitability” below for a

discussion of margins on the sale of non-ICE vehicles. Refer also to “Risk Factors—Our future performance

depends on our ability to accurately predict market demand for electrified vehicles” included elsewhere in this

report for additional information.

Regulation. We are subject to a complex set of regulatory regimes throughout the world in which vehicle safety,

emissions and fuel economy regulations have become increasingly stringent and the related enforcement

regimes increasingly active in certain markets, including the EU, while other markets have begun loosening

emissions and fuel economy regulations and have announced proposals to reduce vehicle safety requirements.

For example, in 2025 the U.S. eliminated CAFE fines with the enactment of the One Big Beautiful Bill Act

(“OBBB”) and in 2026 the EPA announced the elimination of GHG standards for light-, medium- and heavy-duty

motor vehicles.

Changing government policies and policy divergence among our key markets may negatively impact the return

on investments we have made, impair the value of related assets, and may make it more difficult to plan future

investments. These developments may affect our vehicle sales as well as our profitability and reputation. We are

subject to applicable national and local regulations with which we must comply in order to continue operations in

every market, including a number of markets in which we derive substantial revenue. Planning, developing,

engineering and manufacturing vehicles that meet these requirements and therefore may be sold in those

markets requires significant management time and financial resources. These investments reflect industry-wide

compliance requirements and are expected to support ongoing operations within the evolving regulatory

framework.

Product Development and Technology. A key driver of consumer demand, and therefore our performance, is

the continued refresh, renewal and evolution of our vehicle portfolio, and we have committed significant capital

and resources toward the introduction of new vehicle platforms and new software technologies. In order to

realize a return on the significant investments we have made and intend to make, and to achieve competitive

operating margins, we will have to continue significant investment in new vehicle launches.

The research and development expenses presented in the financial information in this report include the cost of

scientific and technical activities, intellectual property rights, and the education and training necessary for the

development, production or implementation of new or substantially improved materials, methods, products,

processes, systems or services. Development expenditures are recognized as an intangible asset if we can

demonstrate (i) our intention to complete the intangible asset as well as the availability of technical, financial and

other resources for this purpose; (ii) that it is probable that the future economic benefits attributable to the

development expenditure will flow to the entity; and (iii) that the cost of the asset can be reliably measured.

Capitalized development expenditures includes related borrowing costs.

Future developments in our product portfolio could lead to significant capitalization of development assets and

thereafter amortization of such assets. Our time to market has historically been approximately 24 months, but

varies depending on the specific product, from the date the design is signed-off for tooling and production, after

which the product goes into production, resulting in an increase in amortization. Therefore, our operating results

are impacted by the cyclicality of our research and development expenditures based on our product plans and

our ability to bring projects timely into production.

In order to meet expected changes in consumer demand, regulatory requirements and tariff and trade policy,

and in consideration of the environmental, economic and social impacts of the Company’s activities, we intend

to continue to invest significant resources in product development and research and development. In addition,

we expect to continue to invest in software-based technologies including autonomous driving developments.

While we seek to optimize our research and development investments, we acknowledge that we are currently in

a cycle of significantly higher investments, which is expected to lead to higher amortization charges once the

subject assets start production. The recovery of and return on capitalized investments depend on future factors

such as customer preference, competition, pricing and other market and regulatory developments, and if such

future factors are adverse they may lead to write-offs and lower profits.

Vehicle Profitability. Our results of operations reflect the profitability of the vehicles we sell, which tends to vary

based upon a number of factors, including vehicle size and model, the content of those vehicles, brand

positioning, and the mix of electric, hybrid and ICE. Vehicle profitability also depends on sales prices to dealers

and fleet customers, net of sales incentives, costs of materials and components, as well as transportation and

warranty costs, as well as tariff and trade policy.

Our larger vehicles, such as UVs and pickup trucks, have historically been more profitable on a per vehicle

basis than smaller vehicles. Consumer preferences for certain larger vehicles, such as SUVs, are high,

particularly in the U.S., however, there is no guarantee this trend will continue and there is evidence that U.S.

consumer demand may be shifting toward midsize vehicles in response to increases in fuel prices, inflation and

interest rates.

In addition, against a backdrop of significant technological development, changing consumer patterns and new

competitive forces, the cost of complying with tightening regulatory requirements could negatively impact our

profitability. Vehicle models that are equipped with BEV or hybrid propulsion systems tend to have lower

margins than ICE vehicles, with the significant costs of batteries largely accounting for this differential.

Government incentives for BEV or hybrid vehicles can have the effect of supporting pricing and mitigating such

margin differential but the level of incentives depends on political support and can vary over time. In the U.S.,

most such incentives were phased out in 2025. We expect that in the near term the profitability of BEV or hybrid

vehicles will continue to lag behind ICE vehicles.

Recently introduced ICE models are generally more profitable than older models, and vehicles equipped with

additional options are generally more profitable than those with fewer options. As a result, our ability to offer

attractive vehicle options and upgrades is critical to our ability to increase our profitability on these vehicles.

In addition, in the U.S. and Europe, our vehicle sales to dealers for sale to their retail consumers are normally

more profitable than our fleet sales, in part because the retail consumers are more likely to prefer additional

optional features while fleet customers increasingly tend to concentrate purchases on smaller vehicles with

fewer optional features, which have historically had a lower profitability per unit.

Vehicles sold under certain brand and model names are generally more profitable when there is strong brand

recognition of those vehicles.

Pricing. The automotive industry has historically experienced intense price competition resulting from the variety

of available competitive vehicles and excess global manufacturing capacity. Manufacturers have typically

promoted products by offering dealer, retail and fleet incentives, including cash rebates, option package

discounts, and subsidized financing or leasing programs, leading to increased price pressure and sharpened

competition within the industry. We plan to continue to use such incentives, as needed, to price vehicles

competitively and to manage demand and support inventory management profitability. In addition, in order to

address an actual or perceived affordability issue in our product portfolio, we are launching several new models

at lower price points. This may adversely affect mix in future periods.

Our ability to maintain or increase pricing has impacted, and will continue to impact, our results of operations

and profitability. In 2024, relatively high retail pricing, together with a gap in our product portfolio refreshment,

contributed to an unusually high level of dealer-owned inventories particularly in the U.S. To address these

inventory levels we repositioned our pricing relative to peers and implemented incentives which had an adverse

impact on our net pricing. In 2025, net pricing declined in North America, Enlarged Europe and South America

and improved in Middle East & Africa.

Financing. Given that a large percentage of the vehicles we sell to dealers and retail customers worldwide are

financed, the availability and cost of financing is a significant factor affecting our vehicle shipment volumes and

Net revenues. Availability of customer financing could affect the vehicle mix, as customers who have access to

greater financing are able to purchase higher priced vehicles, whereas when customer financing is constrained,

vehicle mix could shift towards less expensive vehicles. More expensive vehicle financing may also make our

vehicles less affordable to retail consumers or steer consumers to less expensive vehicles that would be less

profitable for us.

Although several central banks began to lower interest rates in 2024 and 2025 following increases in prior years,

inflation and inflation expectations remain uncertain and the cost of consumer credit in the medium term is

unclear.

Production Costs. Production costs include purchases (including costs related to the purchase of components

and raw materials), labor costs, depreciation, amortization, logistic and product warranty and recall campaign

costs. We purchase a variety of components, raw materials, supplies, utilities, logistics and other services from

numerous suppliers. Fluctuations in production costs are primarily related to the number of vehicles we produce

and sell along with shifts in vehicle mix, as newer models of vehicles generally have more technologically

advanced components and enhancements and therefore higher costs per unit.

Production costs may also be affected by significant fluctuations in raw material prices. As recently as 2022, we

experienced a strong surge in raw material costs, which adversely affected our results in that period. To the

extent our raw material costs increase in the future and we are unable to mitigate the effects of such increases,

our profitability could be impacted.

We typically seek to manage production costs and minimize their volatility by using fixed price purchase

contracts, commercial negotiations and technical efficiencies. Despite our efforts, our production costs related

to raw materials and components may increase as a result of tariffs. Refer to “Tariffs and Trade Policies” above

for a further discussion. Uncertainty related to tariffs and trade policy in our larger markets including the U.S., the

European Union and China may also make it more difficult to predict our raw material and components costs.

In addition, we seek to recover higher costs through pricing actions, but even when market conditions permit

this, there may be a time lag between the increase in our costs and our ability to realize improved pricing.

Accordingly, our results are typically adversely affected, at least in the short term, until price increases are

accepted in the market.

Further, in many markets where our vehicles are sold, we are required to pay import duties on those vehicles,

which are included in production costs. We reflect these costs in the price charged to our customers to the

extent market conditions permit. However, for many of our vehicles, particularly in the mass-market vehicle

segments, we cannot always pass along increases in those duties to our dealers and distributors and remain

competitive. Our ability to price our vehicles to recover those increased costs has affected, and will continue to

affect, our profitability.

Labor cost is also a meaningful portion of our production costs. Consistent with recent broader inflationary

trends, the terms of collective bargaining agreements that we entered into in 2023, including with the UAW in the

U.S. and Unifor in Canada, involved significant increases in wages and other costs. Our collective bargaining

agreements with the UAW and Unifor expire in 2028 and 2026, respectively.

Effects of Foreign Exchange Rates. We are affected by fluctuations in foreign exchange rates (i) through

translation of foreign currency financial statements into Euro for consolidation, which we refer to as the

translation impact, and (ii) through transactions by our subsidiaries in currencies other than their own functional

currencies, which we refer to as the transaction impact. Given our presence in numerous countries outside the

Eurozone, a strengthening of foreign currencies (in particular of the U.S. Dollar, given the size of our U.S.

operations) against the Euro generally would have a positive effect on our financial results, which are reported in

Euro, and on our operations in relation to sales in those countries of vehicles and components produced in

Europe. For example, in 2025 unfavorable foreign currency translation negatively impacted our Net revenues by

approximately €5.9 billion, primarily driven by weakening of the U.S. Dollar, Turkish Lira, Canadian Dollar and

Brazilian Real against the Euro.

Additionally, a significant portion of our operating cash flow has historically been generated in U.S. Dollars and,

although a portion of our debt is denominated in U.S. Dollars, the majority of our indebtedness is denominated in

Euro. Given the mix of our debt and liquidity, strengthening of the U.S. Dollar against the Euro generally provides

a positive impact on our net cash position and weakening of the U.S. Dollar against the Euro may have a

correspondingly negative impact on our financial results and net cash position. In order to reduce the impacts of

foreign exchange rates, we have historically hedged a percentage of certain exposures. Refer to Note 32,

Qualitative and quantitative information on financial risks within the Consolidated Financial Statements included

elsewhere in this report for additional information.

Shipment Information

As discussed in Stellantis Overview—Overview of Our Business, our activities were carried out through six

reportable segments: five regional reportable vehicle segments, North America, Enlarged Europe, Middle East &

Africa, South America and China and India & Asia Pacific, and the Maserati global luxury brand segment.

Consolidated shipments includes vehicles distributed by our consolidated subsidiaries. This includes the

vehicles produced by our joint ventures and associates (including Leapmotor) which are distributed by our

consolidated subsidiaries. In addition to the volumes included in Consolidated shipments, Combined shipments

also includes the vehicles distributed by our joint ventures (such as Tofas). The following table sets forth vehicle

shipment information by segment. Vehicle shipments are generally aligned with current period production, which

is driven by plans to meet consumer demand. Revenue is recognized when control of our vehicles, services or

parts has been transferred and the Company’s performance obligations to customers has been satisfied. The

Company has determined that our customers from the sale of vehicles and service parts are generally dealers,

distributors, fleet customers or directly to retail customers. Transfer of control, and therefore revenue recognition,

generally corresponds to the date when the vehicles or service parts were made available to the customer, or

when the vehicles or service parts were released to the carrier responsible for transporting them to the

customer. New vehicle sold with residual value guarantees provided by the Company are recognized as

revenue when control of the vehicle is transferred to the customer, except in situations where the Company

issued a put option for which there is a significant economic incentive to exercise, in which case the contract is

accounted for as an operating lease.

Refer to Note 2, Basis of preparation, within the Consolidated Financial Statements included elsewhere in this

report for further details on our revenue recognition policy.

For a description of our dealers and distributors, refer to “Stellantis Overview—Sales Overview” included

elsewhere in this report for additional information. Accordingly, the number of vehicles sold does not necessarily

correspond to the number of vehicles shipped for which revenues were recorded in any given period.


	Years ended December 31,
(thousands of units)	2025	2024
North America	1,472	1,432
Enlarged Europe	2,490	2,576
Middle East & Africa	453	423
South America	1,000	912
China and India & Asia Pacific	61	61
Maserati	8	11
Total Consolidated shipments	5,484	5,415
Joint venture shipments	89	111
Total Combined shipments	5,573	5,526

For discussion of shipments for North America, Enlarged Europe, Middle East & Africa, South America, and

China and India & Asia Pacific and Maserati for 2025 as compared to 2024, refer to “Results of Operations -

Results by Segment” included elsewhere in this report for additional information.

Non-GAAP Financial Measures

We monitor our operations through the use of several non-generally accepted accounting principles (“non-

GAAP”) financial measures: Adjusted operating income, Adjusted operating income margin, Industrial free cash

flows, and Industrial net financial position. We believe that these non-GAAP financial measures provide useful

and relevant information regarding our operating results and enhance the overall ability to assess our financial

performance and financial position. They provide us with comparable measures which facilitate management’s

ability to identify operational trends, as well as make decisions regarding future spending, resource allocations

and other operational decisions. We also present the non-GAAP measure, Adjusted diluted EPS which is not

used to monitor our operations but which we believe provides investors with a more meaningful comparison of

the Company’s ongoing quality of earnings. These and similar measures are widely used in the industry in which

we operate, however, these financial measures may not be comparable to other similarly titled measures of other

companies and are not intended to be substitutes for measures of financial performance as prepared in

accordance with IFRS as issued by the IASB, as well as IFRS as adopted by the European Union.

Adjusted operating income/(loss): Adjusted operating income/(loss) excludes from Net profit/(loss) from

continuing operations adjustments comprising restructuring and other termination costs, impairments, asset

write-offs, disposals of investments and unusual operating income/(expense) that are considered rare or

discrete events and are infrequent in nature, as inclusion of such items is not considered to be indicative of the

Company's ongoing operating performance, and also excludes Net financial expenses/(income) and Tax

expense/(benefit).

Unusual operating income/(expense) are impacts from strategic decisions as well as events considered rare or

discrete and infrequent in nature, as inclusion of such items is not considered to be indicative of the Company's

ongoing operating performance. Unusual operating income/(expense) includes, but may not be limited to:

•Impacts from strategic decisions to rationalize Stellantis’ core operations;

•Facility-related costs stemming from Stellantis’ plans to match production capacity and cost structure to

market demand; and

•Convergence and integration costs directly related to significant acquisitions or mergers.

Adjusted operating income/(loss) is used for internal reporting to assess performance and as part of the

Company's forecasting, budgeting and decision making processes as it provides additional transparency to the

Company's core operations. We believe this non-GAAP measure is useful because it excludes items that we do

not believe are indicative of the Company’s ongoing operating performance and allows management to view

operating trends, perform analytical comparisons and benchmark performance between periods and among our

segments. We also believe that Adjusted operating income/(loss) is useful for analysts and investors to

understand how management assesses the Company’s ongoing operating performance on a consistent basis.

In addition, Adjusted operating income/(loss) is one of the metrics used in the determination of the annual

performance bonus for eligible employees, including members of the Senior Management. Refer to “Corporate

Governance - Senior Management” included elsewhere in this report for additional information.

Refer to the sections “Company Results” and “Results by Segment” included elsewhere in this report for

additional information and for a reconciliation of this non-GAAP measure to Net profit/(loss) from continuing

operations, which is the most directly comparable measure included in our Consolidated Income Statement.

Adjusted operating income/(loss) should not be considered as a substitute for Net profit/(loss) from continuing

operations, cash flow or other methods of analyzing our results as reported under IFRS.

Adjusted operating income/(loss) margin: is calculated as Adjusted operating income/(loss) divided by Net

revenues.

Adjusted diluted EPS: is calculated by adjusting Diluted earnings per share for the post-tax impact per share of

the same items excluded from Adjusted operating income as well as tax expense/(benefit) items that are

considered rare or infrequent, or whose nature would distort the presentation of the ongoing tax charge of the

Company. We believe this non-GAAP measure is useful because it also excludes items that we do not believe

are indicative of the Company’s ongoing operating performance and provides investors with a more meaningful

comparison of the Company’s ongoing quality of earnings. Refer to “Results of Operations - Company Results”

included elsewhere in this report for a reconciliation of this non-GAAP measure to Diluted earnings per share

from operations, which is the most directly comparable measure included in our Consolidated Financial

Statements. Adjusted diluted EPS should not be considered as a substitute for Basic earnings per share, Diluted

earnings per share from operations or other methods of analyzing our quality of earnings as reported under

IFRS.

Industrial free cash flows: is our key cash flow metric and is calculated as Cash flows from operating activities

less: (i) cash flows from operating activities from discontinued operations; (ii) cash flows from operating activities

related to financial services, net of eliminations; (iii) investments in property, plant and equipment and intangible

assets for industrial activities and (iv) contributions of equity to joint ventures and minor acquisitions of

consolidated subsidiaries and equity method and other investments; and adjusted for: (i) net intercompany

payments between continuing operations and discontinued operations; (ii) proceeds from disposal of assets and

(iii) contributions to defined benefit pension plans, net of tax. The timing of Industrial free cash flows may be

affected by the timing of monetization of receivables, factoring and the payment of accounts payables, as well

as changes in other components of working capital, which can vary from period to period due to, among other

things, cash management initiatives and other factors, some of which may be outside of the Company’s control.

In addition, Industrial free cash flows is one of the metrics used in the determination of the annual performance

bonus for eligible employees, including members of the Senior Management. We believe that this measure is

useful for investors to facilitate their review and evaluation of the cash generation of our industrial operations, net

of investing needs.

Refer to “Liquidity and Capital Resources —Industrial free cash flows” included elsewhere in this report for

additional information and the reconciliation of this non-GAAP measure to Cash flows from operating activities,

which is the most directly comparable measure included in our Consolidated Statement of Cash Flows. Industrial

free cash flows should not be considered as a substitute for Net profit/(loss) from continuing operations, cash

flow or other methods of analyzing our results as reported under IFRS.

Industrial net financial position is calculated as: Debt plus derivative financial liabilities related to industrial

activities less (i) cash and cash equivalents; (ii) financial securities that are considered liquid; (iii) current

financial receivables from the Company or its jointly controlled financial services entities and (iv) derivative

financial assets and collateral deposits. Therefore, debt, cash and cash equivalents and other financial assets/

liabilities pertaining to Stellantis’ financial services entities are excluded from the computation of the Industrial

net financial position. Industrial net financial position includes the Industrial net financial position classified as

held for sale. We believe it is useful for investors to report the Industrial net financial position to assist in

comparability with the industrial operations of our peers. Refer to “ Liquidity and Capital Resources —Industrial

net financial position” for included elsewhere in this report for additional information.

Results of Operations

Strategic plan undergoing reassessment

In 2022, Stellantis introduced its Dare Forward strategic plan, establishing long-term electrification targets of 100

percent EV sales in Europe and 50 percent in the United States by 2030. Over the subsequent years, the

Company focused on expansion of its electric vehicle capabilities while continuing to offer a broad range of

hybrid and internal combustion engine solutions to meet diverse customer needs.

Following the leadership transition in mid-2025, newly appointed executive leadership initiated and is overseeing

a comprehensive reassessment of the Company’s long-term strategy, including its climate transition roadmap.

This reassessment forms part of a broader reset of the business and is being conducted in preparation for the

communication of a new strategic plan. This review encompasses major programs and product plans with the

objective of realigning the Company’s strategy, portfolio and investment priorities with real-world customer

preferences, market demand and evolving regulatory frameworks, while also addressing the effects of prior

operational and execution challenges, targeting to re-establish the conditions for sustainable, profitable growth.

The strategic reassessment reflects a revised view on the expected pace of the energy transition in certain

markets, informed by customer purchasing behavior, affordability considerations, infrastructure readiness and

incentive frameworks. While the Company remains committed to the development of electrified powertrains,

including BEVs, the review emphasizes a demand-led approach to adoption and the importance of maintaining

flexibility across powertrain technologies.

Separately, the Company experienced commercial and operational headwinds in its key European and U.S.

markets during 2024 and the first half of 2025, including quality related challenges associated with new

platforms and powertrains and broader inflationary cost pressures. These factors further reinforced the need for

the strategic reassessment undertaken by the new executive leadership.

The updated strategy will be communicated at the Investor Day in May 2026.

As a result of the strategic reassessment and business reset led by the new management team, the Company

recognized significant charges during the year ended December 31, 2025. These charges primarily relate to

impairments of vehicle platforms, product plan realignments and associated costs, costs related to resizing of

the EV supply chain, and the discontinuation of the hydrogen fuel cell development program. These items reflect

the cost of aligning the Company’s product plans, manufacturing footprint and investment profile with revised

strategic priorities and market demand. The nature and financial impact of these charges, which were all

excluded from Adjusted Operating Income (“AOI”), are detailed below.


2025	Cost of Revenues	Research and development costs	Gains/ (losses) on disposal of investments	Share of the profit/(loss) of equity method investees	Total
(€ million)
Platform impairments	2,730	3,853	—	—	6,583
Costs related to product plan realignments and program cancellations	6,989	2,083	—	—	9,072
Battery JVs	—	—	1,571	483	2,054
Hydrogen fuel cell program discontinuation	338	286	—	470	1,094
Total	10,057	6,222	1,571	953	18,803

Platform impairments

As part of the strategic reassessment, the Company revised its volume and profitability projections, including the

cancellation of certain vehicle programs. As a result, indicators of impairment were identified for several vehicle

platform cash generating units (“CGUs”), and impairment tests were performed. Refer to Note 2, Basis of

preparation - Material accounting policies - Impairment of long-lived assets, within the Consolidated Financial

Statements included elsewhere in this report for additional information.

Based on the results of these impairment tests, for the year ended December 31, 2025, the Company

recognized total impairment charges of €6.6 billion, comprising:

•€2.7 billion recognized within Cost of revenues, relating to property, plant and equipment, primarily tooling;

and

•€3.9 billion recognized within Research and development costs, primarily relating to the write off of capitalized

development expenditures.

The impairment charges were recognized in North America (€5.7 billion), Maserati (€0.6 billion) and Enlarged

Europe (€0.3 billion).

Costs related to product plan realignments and program cancellations

As part of the strategic reassessment, the Company cancelled certain future products that were not expected to

achieve profitable scale, including the previously planned Ram 1500 BEV, reflecting alignment with customer

demand and changes in the U.S. regulatory framework.

As a result, the Company recognized asset write offs and other costs related to product plan realignments and

program cancellations.

For the year ended December 31, 2025, product plan realignments and program cancellations resulted in total

charges of €9.1 billion, comprising:

•€7.0 billion recognized within Cost of revenues; and

•€2.1 billion recognized within Research and development costs

These charges were recognized in North America (€6.5 billion), Enlarged Europe (€2.2 billion) and South

America (€0.3 billion).

EV supply chain

During the year ended December 31, 2025, the Company recognized charges of €2.1 billion in connection with

actions taken to rationalize battery manufacturing capacity, comprising the following:

•€1.6 billion recognized within Gains/(losses) on disposal of investments, relating to the decision to exit the

Company’s battery joint venture with LG Energy Solution, NextStar Energy Inc. (“NextStar”). As a result, the

investment was classified as held for sale and remeasured to fair value less costs to sell, resulting in a full write

down of the investment (€0.9 billion). In addition, a €0.7 billion liability was accrued in respect of obligations

arising from the exit of the joint venture. These charges were recognized within North America; and

•€0.5 billion recognized within Share of profit/(loss) of equity method investments, relating to a full impairment of

the Company’s investment in the Automotive Cells Company SE (“ACC”) battery joint venture and the

impairment of the majority of the shareholder loans provided by the Company to ACC. These charges were

recognized within Enlarged Europe. The full impairment of ACC is due to the revised view of the pace of

energy transition in Enlarged Europe.

Hydrogen fuel cell program discontinuation

During the year ended December 31, 2025, the Company concluded that, due to the limited availability of

hydrogen refueling infrastructure, high capital requirements and the need for stronger consumer purchasing

incentives, the adoption of hydrogen powered light commercial vehicles is not expected before the end of the

decade. Accordingly, in July 2025, the Company announced the decision to discontinue its hydrogen fuel cell

technology development program.

As a result of this decision, the Company recognized total charges of €1.1 billion, comprising:

•€0.5 billion recognized within Share of profit/(loss) of equity method investments, relating to a full write down of

the investment in Symbio, a joint venture focused on hydrogen fuel cell technology, and the impairment of

loans granted to the joint venture;

•€0.3 billion recognized within Cost of revenues, relating to the write off of fuel cell related property, plant and

equipment, inventory write downs and other related costs; and

•€0.3 billion recognized within Research and development costs, primarily relating to the write off of fuel cell

related capitalized development expenditures.

These charges were recognized within Enlarged Europe.

Company Results – 2025 compared to 2024

The following is a discussion of the Company’s results of operations for the year ended December 31, 2025 as

compared to the year ended December 31, 2024.


	Years ended December 31,
(€ million)	2025	2024
Net revenues	153,508	156,878
Cost of revenues	155,627	136,360
Selling, general and other costs	8,967	9,299
Research and development costs	11,145	5,784
Gains/(losses) on disposal of investments	(1,839)	(98)
Restructuring costs	913	1,617
Share of the profit/(loss) of equity method investees	(1,271)	(33)
Operating income/(loss)	(26,254)	3,687
Net financial expenses/(income)	351	(345)
Profit/(loss) before taxes	(26,605)	4,032
Tax expense/(benefit)	(4,273)	(1,488)
Net profit/(loss)	(22,332)	5,520

Net profit/(loss) attributable to:
Owners of the parent	(22,368)	5,473
Non-controlling interests	36	47

Net revenues


	Years ended December 31,		Increase/(Decrease)
(€ million)	2025	2024	2025 vs. 2024
Net revenues	153,508	156,878	(2.1)%

The following charts present Company’s Net Revenues walk by operational driver for 2025 compared to the

corresponding period in 2024:

Net Revenues by operational driver - 2025 compared to 2024 (€ million)

For a discussion of Net revenues for each of the six reportable segments (North America, Enlarged Europe,

Middle East & Africa, South America, China and India & Asia Pacific and Maserati) for 2025 as compared to

2024 see Results by Segment below.

Cost of revenues


	Years ended December 31,		Increase/(Decrease)
(€ million)	2025	2024	2025 vs. 2024
Cost of revenues	155,627	136,360	14.1%
Cost of revenues as % of Net revenues	101.4%	86.9%

Cost of revenues includes purchases (including commodity and components costs), labor costs, depreciation,

impairment of property, plant and equipment, amortization, logistics cost, product warranty and recall campaign

costs.

The increase in Cost of revenues in 2025 compared to 2024 was primarily related to (i) higher warranty

expenses as a result of a change in estimate in 2025, (ii) costs related to product realignments and program

cancellations, (iii) platform impairments resulting from decreased profitability and volume projections, (iv) higher

tariff, compliance and logistics costs, (v) increase in costs driven by energy mix for BEV vehicles in Enlarged

Europe, and (vi) lease portfolio charge due to residual value deterioration related to PHEV recall. For details of

the change in estimate related to contractual warranties, refer to Note 21, Provisions, within the Consolidated

Financial Statements included elsewhere in this report for additional information and for details on costs related

to product plan realignments and program cancellations and platform impairments, refer to Results of

Operations - Strategic plan undergoing reassessment.

Selling, general and other costs


	Years ended December 31,		Increase/(Decrease)
(€ million)	2025	2024	2025 vs. 2024
Selling, general and other costs	8,967	9,299	(3.6)%
Selling, general and other costs as % of Net revenues	5.8%	5.9%

The decrease in Selling, general and other costs in 2025 compared to 2024 was primarily driven by the

recognition of indirect tax credits in South America. As a percentage of Net revenues, Selling, general and other

costs remained broadly stable year over year.

Research and development costs


	Years ended December 31,		Increase/(Decrease)
(€ million)	2025	2024	2025 vs. 2024
Research and development expenditures expensed	2,858	2,932	(2.5)%
Amortization of capitalized development expenditures	2,094	2,149	(2.6)%
Impairment and write-off of capitalized development expenditures	6,193	703	n.m.
Total Research and development costs	11,145	5,784	92.7%

n.m. = not meaningful


	Years ended December 31,
(€ million)	2025	2024
Research and development expenditures expensed as % of Net revenues	1.9%	1.9%
Amortization of capitalized development expenditures as % of Net revenues	1.4%	1.4%
Impairment and write-off of capitalized development expenditures as % of Net revenues	4.0%	0.4%
Total Research and development costs as % of Net revenues	7.3%	3.7%

Research and development expenditures expensed decreased in 2025 compared to 2024, primarily related to

cost optimization initiatives reflecting continued discipline in operational spending.

Amortization of capitalized development expenditures in 2025 compared to 2024 were substantially unchanged.

The increase in impairment and write-off of capitalized development expenditure in 2025 compared to 2024 was

due to: (i) impairment of certain platform assets in North America, Enlarged Europe and Maserati driven by a

decrease in projected vehicle margins and volumes, (ii) asset write offs resulting from product realignments and

program cancellations driven by regulatory changes, tariffs, and softening in consumer demand for

electrification, and (iii) impairments as a result of the Company’s decision to discontinue its hydrogen fuel cell

technology program. For details of costs related to product plan realignments and program cancellations and

platform impairments, refer to Results of Operations - Strategic plan undergoing reassessment.

The following table summarizes total Research and development expenditures for the years ended December

31, 2025 and 2024:


	Years ended December 31,		Increase/(Decrease)
(€ million)	2025	2024	2025 vs. 2024
Capitalized development expenditures excl. borrowing costs(1)	3,240	3,922	(17.4)%
Research and development expenditures expensed	2,858	2,932	(2.5)%
Total Research and development expenditures	6,098	6,854	(11.0)%
Capitalized development expenditures as % of Total Research and development expenditures	53.1%	57.2%
Total Research and development expenditures as % of Net revenues	4.0%	4.4%

(1) Additions to capitalized development expenditures of €3,452 million and €4,150 million adjusted to remove capitalized borrowing costs

of €211 million and €228 million for the years ended December 31, 2025 and 2024, respectively, in accordance with IAS 23 - Borrowing

costs (Revised)

The Company conducts research and development for new vehicles and technology to improve the

performance, safety, fuel efficiency, reliability, consumer perception and environmental impact of its vehicles.

Research and development costs consist primarily of material costs, services and personnel related expenses

that support the development of new and existing vehicles with propulsion system technologies. Refer to

“Trends, Uncertainties and Opportunities—Product Development and Technology”and “Overview of Our

Business - Research and Development” included elsewhere in this report for additional information.

The decrease in total Research and development expenditures in 2025 compared to 2024 was primarily related

to 2.5 percent lower Research and Development expenditures expensed compared with the prior year,

reflecting continued discipline in operational spending, and 17.4 percent lower capitalized Research and

development expenditures year‑on‑year, primarily due to the high level of capitalization recorded in the previous

year. The high level of capitalization in 2024 was driven by a concentrated wave of new product launches and

associated industrialization activities on the STLA Medium platform (including Peugeot 3008/5008 and Opel

Grandland), STLA Large platform and Smart Car platform (including Citroën C3, Opel Frontera). With the

completion of these major programs, current year capitalization returned to a more normalized level in line with

the ongoing project portfolio.

Gains/(losses) on disposal of investments


	Years ended December 31,		Increase/(Decrease)
(€ million)	2025	2024	2025 vs. 2024
Gains/(losses) on disposal of investments	(1,839)	(98)	n.m.

n.m. = not meaningful

At December 31, 2025, our 49 percent interest in NextStar was reclassified as held for sale and remeasured to

fair value less costs to sell, resulting in a full write down of the investment. As a result €1.6 billion was recognized

within Gains/(losses) on disposal of investments, resulting in a full write down of the investment of €0.9 billion

and a €0.7 billion charge recognized in respect of obligations arising from the exit of the joint venture. In

addition, the 2025 disposal of Stellantis Türkiye resulted in a loss on disposal of €0.2 billion. For both items, refer

to Note 3, Scope of consolidation, within the Consolidated Financial Statements included elsewhere in this report

for additional information.

Restructuring Costs


	Years ended December 31,		Increase/(Decrease)
(€ million)	2025	2024	2025 vs. 2024
Restructuring costs	913	1,617	(43.5%)

The decrease in Restructuring costs in 2025 compared to 2024 was primarily due to lower expenses related to

workforce reduction plans in North America.

Share of the profit/(loss) of equity method investees


	Years ended December 31,		Increase/(Decrease)
(€ million)	2025	2024	2025 vs. 2024
Share of the profit/(loss) of equity method investees	(1,271)	(33)	n.m.

n.m. = not meaningful

The increase in the Share of the loss of equity method investees in 2025 compared to 2024 is largely due to: (i)

charges of €470 million recognized following the Company’s decision to discontinue its hydrogen fuel cell

technology program, including the full impairment of its 33.3 percent interest in the Symbio joint venture, and the

impairment of loans granted to Symbio, (ii) impairments of €483 million related to the 45.9 percent investment in

ACC and majority of the shareholder loans provided to ACC, (refer to Results of Operations - Strategic plan

undergoing reassessment) and (iii) lower share of profits from financial services joint ventures, in part due to the

impact of the cost recorded during 2025 from the UK motor finance redress program.

Net financial expenses/(income)


	Years ended December 31,		Increase/(Decrease)
(€ million)	2025	2024	2025 vs. 2024
Net financial expenses/(income)	351	(345)	n.m.

n.m. = not meaningful

Net financial expenses amounted to €351 million for the year ended December 31, 2025 compared to Net

financial income of €345 million for the year ended December 31, 2024. The variation is primarily driven by the

lower interest income from liquidity investments, reflecting both reduced liquidity levels and a decline in short-

term market rates, as well as, expenses recognized during the period upon termination of commodity derivative

contracts. This is partially offset by lower losses on the net monetary position of hyperinflationary economies.

Tax expense/(benefit)


	Years ended December 31,		Increase/(Decrease)
(€ million)	2025	2024	2025 vs. 2024
Tax expense/(benefit)	(4,273)	(1,488)	n.m.
Effective tax rate	16.1%	(36.9%)	n.m.

n.m. = not meaningful

The tax benefit increased by €2,785 million from 2024 to 2025 primarily due to losses recognized in the North

America region that generated a corresponding deferred tax benefit.

The Company’s ability to realize the full value of its deferred tax assets is dependent upon the generation of

future taxable income. Based on the losses generated for the twelve months ended December 31, 2025, we are

closely monitoring the realizability of our recognized deferred tax assets. If actual future taxable income differs

from current estimates, the Company may be required to de-recognize deferred tax assets, which could

materially impact future results.

Net profit/(loss)


	Years ended December 31,		Increase/(Decrease)
(€ million)	2025	2024	2025 vs. 2024
Net profit/(loss)	(22,332)	5,520	n.m.

n.m. = not meaningful

The shift from Net profit in 2024 to Net loss in 2025 was primarily driven by charges incurred in 2025, including

(i) change in estimate for contractual warranties (refer to Note 21, Provisions, within the Consolidated Financial

Statements included elsewhere in this report for additional information), (ii) costs related to product realignments

and program cancellations, (iii) platform impairments and asset write offs from discontinued projects, (iv)

impairment of the equity method investment in ACC and the write-down of NextStar following its classification as

held for sale, and (v) the Company’s decision to discontinue its hydrogen fuel cell technology program. Refer to

Results of Operations - Strategic plan undergoing reassessment. In contrast, 2024 benefitted from a significant

deferred tax asset recognition in Brazil, which contributed positively to the prior year’s results.

Adjusted operating income


	Years ended December 31,		Increase/(Decrease)
(€ million)	2025	2024	2025 vs. 2024
Adjusted operating income/(loss)	(842)	8,648	(110)%
Adjusted operating income margin (%)	(0.5%)	5.5%	(600) bps

The following table summarizes the reconciliation of Net profit, which is the most directly comparable measure

included in the Consolidated Income Statement, to Adjusted operating income:


(€ million)		Year ended December 31, 2025
Net profit/(loss)		(22,332)
Tax expense/(benefit)		(4,273)
Net financial expenses/(income)		351
Operating income/(loss)		(26,254)

Adjustments:
Restructuring and other costs, net of reversals		913
Takata airbags recall campaign		622
Platform impairments		6,583
Costs related to product plan realignments and program cancellations		9,072
Other impairments		243
Battery JVs		2,054
Hydrogen fuel cell program discontinuation		1,094
CAFE penalty rate		269
Stellantis Türkiye disposal		246
Change in estimate for contractual warranties		4,130
Other		186
Total adjustments		25,412
Adjusted operating income		(842)

The following table is the reconciliation of Net profit, which is the most directly comparable measure included in

the Consolidated Income Statement, to Adjusted operating income:


(€ million)		Year ended December 31, 2024
Net profit/(loss)		5,520
Tax expense/(benefit)		(1,488)
Net financial expenses/(income)		(345)
Operating income/(loss)		3,687

Adjustments:
Restructuring and other costs, net of reversals		1,617
Impairment expense and supplier obligations		1,807
Takata recall campaign		768
Lifetime Onerous Contracts		637
Other		132
Total adjustments		4,961
Adjusted operating income		8,648

During the year ended December 31, 2025, Adjusted operating income excluded adjustments primarily related

to:

•€913 million of restructuring and other costs, primarily related to workforce reductions, mainly in Enlarged

Europe;

•€622 million of Takata airbags recall campaign, related to stop-drive campaign on certain vehicles in Enlarged

Europe announced in June 2025;

•€6,583 million of platform impairments. As a result of reduced volumes and profitability expectations, platforms

were impaired in North America for €5,700 million, Maserati for €613 million and in Enlarged Europe for €270

million;

•€9,072 million primarily related to costs incurred as result of product plan realignments and program

cancellations;

•€243 million of other impairments. Impairments in Other activities is related to the Free2Move business, the

other impairments in Enlarged Europe relate to write downs of assets on classification to held for sale as well

as the impairment of a prepayment to a supplier, which is not expected to be recoverable;

•€2,054 million related to steps of rationalizing battery manufacturing capacity;

•€1,094 million related to the Company decision to discontinue its hydrogen fuel cell strategy. As a result, the

following items have been impaired: (i) investment in Symbio (€324 million), (ii) loans granted to Symbio

(€146 million), (iii) capitalized development expenditures and property, plant and equipment related to fuel

cells (€341 million), (iv) in addition, provisions for risks were recognized (€210 million) and (v) other expenses

(€73 million);

•€269 million of CAFE penalty rate. As a result of the elimination of CAFE fines with the enactment of the OBBB,

the Company recognized a net expense of €97 million, comprised of net €172 million of CAFE credits

recognized as a reduction of Cost of revenues, which remains included in Adjusted operating income as these

amounts reduced prior year CAFE fines, and a net expense of €269 million, which is excluded from AOI and

comprised of (i) elimination of the CAFE provision of €844 million, (ii) impairment of the regulatory credit assets

of €609 million, and (iii) onerous contracts related to contractual purchase commitments for CAFE credits of

€504 million;

•€246 million related to the sale of Stellantis Türkiye to the Company’s joint venture, Tofas-Turk Otomobil

Fabrikasi A.S. (“Tofas”), for which the Company recognized an estimated loss on disposal of €246 million,

driven primarily by the recycling of the cumulative translation reserve from Equity to the Consolidated Income

Statement upon disposal;

•€4,130 million related to the change in estimate for contractual warranty provisions, resulting from the

reassessment of the estimation process, taking into account recent increases in cost inflation and a

deterioration in quality, as a result of operational choices, which did not deliver the expected quality

performance; and

•€186 million of Other, primarily related to (i) adjustments to costs previously recognized to support the

workforce during the transformation of certain plants in North America, (ii) gains/(losses) recognized on the

disposal of non-significant entities and on dilution of certain of our equity method investees, including Archer.

For a description of platform impairments, costs related to product plan realignments and program

cancellations, rationalization of our battery manufacturing capacity, the discontinuation of our hydrogen fuel cell

development program, refer to Results of Operations - Strategic plan undergoing reassessment and for the

change in estimate related to contractual warranties, refer to Note 21, Provisions, within the Consolidated

Financial Statements included elsewhere in this report for additional information.

During the year ended December 31, 2024, Adjusted operating income excluded adjustments primarily related

to:

•€1,617 million of restructuring costs and other costs, primarily related to workforce reductions in Enlarged

Europe and North America;

•€1,807 million of impairment expense and supplier obligations, primarily related to (i) €1,063 million of

impairments of certain platform assets in Maserati and Enlarged Europe, net of reversal, driven by projected

decreases in margins for certain models and the cancellation of certain projects prior to launch, (ii)

€230 million of provisions accrued for supplier obligations, relating to projects in development which were

cancelled prior to launch (and for which the related capitalized R&D was impaired under (i) above), and (iii)

€514 million of goodwill impairments related to the Maserati segment;

•€768 million for an extension of Takata airbags recall campaign;

•€637 million primarily related to lifetime service contracts sold in North America prior to the merger determined

to be onerous during 2024; and

•€132 million of Other, consisting of other adjustments which are individually insignificant.

Diluted and Adjusted diluted EPS


	Years ended December 31,		Increase/(Decrease)
(€ per share)	2025	2024	2025 vs. 2024
Diluted EPS	(7.75)	1.84	(521.2)%
Adjusted diluted EPS	(0.42)	2.48	(116.9)%

The following table summarizes the reconciliation of Diluted (loss)/earnings per share to Adjusted diluted

earnings per share.


	Years ended December 31,
(€ million except otherwise noted)	2025	2024
Net profit/(loss) attributable to owners of the parent	(22,368)	5,473
Weighted average number of shares outstanding (000)	2,886,684	2,949,652
Number of shares deployable for share-based compensation (000)	—	26,168
Weighted average number of shares outstanding for diluted earnings per share (000)	2,886,684	2,975,820
Diluted (loss)/earnings per share (A) (€/share)	(7.75)	1.84

Adjustments, per above	25,412	4,961
Tax impact on adjustments(1)	(5,185)	(799)
Unusual items related to income taxes(2)	932	(2,266)
Total adjustments, net of taxes	21,159	1,896
Impact of adjustments above, net of taxes, on Diluted earnings per share from continuing operations (B) (€/share)	7.33	0.64
Adjusted Diluted (loss)/earnings per share (€/share) (A+B)	(0.42)	2.48

(1) Tax impact on adjustments is calculated based on the expected local country tax implications for each adjustment

(2) Unusual items related to income taxes relate to the derecognition of deferred tax assets in Germany in 2025, and the recognition of

deferred tax assets in Brazil in 2024. Refer to Note 7, Tax expense/(benefit) within the Consolidated Financial Statements included

elsewhere in this report for additional information

Results by Segment – 2025 compared to 2024


(€ million, except shipments which are in thousands of units)	Net revenues		Adjusted operating income		Consolidated Shipments
	Years ended December 31,
	2025	2024	2025	2024	2025	2024
North America	60,962	63,450	(1,892)	2,660	1,472	1,432
Enlarged Europe	57,773	59,010	(651)	2,419	2,490	2,576
Middle East & Africa	9,709	10,097	1,429	1,901	453	423
South America	16,197	15,863	1,963	2,272	1,000	912
China and India & Asia Pacific	1,868	1,993	74	(58)	61	61
Maserati	726	1,040	(198)	(260)	8	11
Total Segments	147,235	151,453	725	8,934	5,484	5,415
Other activities	6,870	6,151	(726)	144	—	—
Unallocated items & eliminations(1)	(597)	(726)	(841)	(430)	—	—
Total	153,508	156,878	(842)	8,648	5,484	5,415

(1) Primarily includes intercompany transactions which are eliminated on consolidation

Refer to Note 30, Segment reporting included within the Consolidated Financial Statements elsewhere in this

report for additional detail on the Company’s reportable segments.

The following is a discussion of Net revenues, Adjusted operating income and shipments for each of our six

reportable segments for the year ended December 31, 2025 as compared to the year ended December 31,

2024.

•Volume & Mix: Reflects changes in new car volumes (consolidated shipments), driven by industry volume,

market share and dealer stocks, and mix evolutions such as channel, product line and trim mix. It also reflects

the impact of some non-pricing items;

•Vehicle Net Price: Reflects changes in prices, net of discounts and other sales incentive programs;

•Industrial: Reflects manufacturing and purchasing cost changes associated with content, technology and

enhancement of vehicle features, as well as industrial, logistics and purchasing efficiencies and inefficiencies.

The impact of fixed manufacturing costs absorption related to the change in production output is included

here. Cost changes to purchasing of raw materials, warranty, compliance costs, as well as depreciation

related to property, plant and equipment are also included here. This also encompasses costs of tariffs;

•SG&A: Primarily includes costs for advertising and promotional activities, purchased services, information

technology costs and other costs not directly related to the development and manufacturing of Stellantis

products;

•R&D: Includes research and development costs, as well as amortization of capitalized development

expenditures; and

•FX and Other: Includes other items not mentioned above, such as used cars, parts & services, sales to

partners, royalties, as well as foreign currency exchange translation, transaction and hedging.

North America


	Years ended December 31,		Increase/(Decrease)
	2025	2024	2025 vs. 2024
Consolidated shipments (thousands of units)	1,472	1,432	2.8%
Net revenues (€ million)	60,962	63,450	(3.9)%
Adjusted operating income/(loss) (€ million)	(1,892)	2,660	(171.1)%
Adjusted operating income margin (%)	(3.1%)	4.2%	(730) bps

Shipments

The increase in North America shipments in 2025 compared to the corresponding period in 2024 was mainly

due to an increase in Ram LD trucks, Jeep Wrangler, Gladiator and Chrysler Pacifica, partially offset by Ram

Promaster and Jeep PHEVs.

Net revenues

The decrease in North America Net revenues in 2025 compared to the corresponding period in 2024 was

primarily due to foreign exchange impacts from the U.S. Dollar and higher incentives levels, partially offset by

increased volume, specifically in U.S. retail.

Adjusted operating income/(loss)

The following chart reflects the change in North America Adjusted operating income by operational driver for

2025 as compared to the same period in 2024:

Adjusted operating income/(loss) by operational driver - 2025 compared to 2024 (€ million)

The decrease in North America Adjusted operating income/(loss) in 2025 compared to the corresponding period

in 2024 was primarily due to unfavorable mix, U.S. tariffs, change in estimate for contractual warranties and

increased incentive spend, partially offset by purchasing and manufacturing performance and improved retail

volumes.

Enlarged Europe


	Years ended December 31,		Increase/(Decrease)
	2025	2024	2025 vs. 2024
Consolidated shipments (thousands of units)	2,490	2,576	(3.3)%
Net revenues (€ million)	57,773	59,010	(2.1)%
Adjusted operating income/(loss) (€ million)	(651)	2,419	(126.9)%
Adjusted operating income margin (%)	(1.1%)	4.1%	(520) bps

Shipments

The Enlarged Europe shipments decreased in 2025 compared to the corresponding period in 2024, mainly due

to lower shipments of legacy models of Peugeot, Opel and FIAT brands, partially offset by higher volumes of

Opel/Vauxhall Frontera and Fiat Grande Panda.

Net revenues

The Enlarged Europe Net revenues decreased in 2025 compared to the corresponding period in 2024, mainly

due to pricing pressures and reduced volumes, partially offset by positive powertrain and trim mix.

Adjusted operating income/(loss)

The following chart reflects the change in Enlarged Europe Adjusted operating income by operational driver for

2025 as compared to the same period in 2024:

Adjusted operating income/(loss) by operational driver - 2025 compared to 2024 (€ million)

The decrease in Enlarged Europe Adjusted operating income/(loss) in 2025 compared to the corresponding

period in 2024 was primarily due to unfavorable pricing and mix, lower volumes, and higher industrial costs

related to warranty and LCV compliance provisions, partially mitigated by improved purchasing and

manufacturing performance.

Middle East & Africa


	Years ended December 31,		Increase/(Decrease)
	2025	2024	2025 vs. 2024
Combined shipments (thousands of units)	542	534	1.5%
Consolidated shipments (thousands of units)	453	423	7.1%
Net revenues (€ million)	9,709	10,097	(3.8)%
Adjusted operating income/(loss) (€ million)	1,429	1,901	(24.8)%
Adjusted operating income margin (%)	14.7%	18.8%	(410) bps

Shipments

The increase in Middle East & Africa consolidated shipments in 2025 compared to the corresponding period in

2024 was mainly driven by increased volumes in Türkiye, partially offset by decreases in Algeria.

Net revenues

The decrease in Middle East & Africa Net revenues in 2025 compared to the corresponding period in 2024 was

primarily due to negative foreign exchange translation effects, mainly from Turkish Lira, partially offset by strong

increases in net pricing.

Adjusted operating income/(loss)

The following chart reflects the change in Middle East & Africa Adjusted operating income/(loss) by operational

driver in 2025 compared to the same period in 2024:

Adjusted operating income/(loss) by operational driver - 2025 vs. 2024 (€ million)

The decrease in Middle East and Africa Adjusted operating income/(loss) in 2025 compared to the

corresponding period in 2024 is mainly due to negative foreign exchange transaction and translation effects

primarily related to Turkish Lira, mainly offset by increased pricing actions.

South America


	Years ended December 31,		Increase/(Decrease)
	2025	2024	2025 vs. 2024
Consolidated shipments (thousands of units)	1,000	912	9.6%
Net revenues (€ million)	16,197	15,863	2.1%
Adjusted operating income (€ million)	1,963	2,272	(13.6)%
Adjusted operating income margin (%)	12.1%	14.3%	(220) bps

Shipments

The increase in South America shipments in 2025 compared to the corresponding period in 2024 was driven

primarily by increased volumes in Argentina, Brazil and Chile.

Net revenues

The increase in South America Net revenues in 2025 compared to the corresponding period in 2024 was driven

by increased volume, mainly in Argentina, largely offset by foreign exchange impacts from Brazilian Real and

Argentine Peso.

Adjusted operating income/(loss)

The following chart reflects the change in South America Adjusted operating income/(loss) by operational driver

for 2025 as compared to the same period in 2024:

Adjusted operating income/(loss) by operational driver - 2025 compared to 2024 (€ million)

The decrease in South America Adjusted operating income/(loss) in 2025 compared to the corresponding

period in 2024 was primarily due to Brazilian Real devaluation impact on industrial costs and Argentine Peso

devaluation impact on price in Argentina, partially offset by better volume/mix and a benefit from recognition of

Brazilian indirect tax credits.

China and India & Asia Pacific


	Years ended December 31,		Increase/(Decrease)
	2025	2024	2025 vs. 2024
Combined shipments (thousands of units)	61	61	0.0%
Consolidated shipments (thousands of units)	61	61	0.0%
Net revenues (€ million)	1,868	1,993	(6.3)%
Adjusted operating income/(loss) (€ million)	74	(58)	(227.6)%
Adjusted operating income margin (%)	4.0%	(2.9%)	+690 bps

In China, we distribute imported vehicles primarily for the Jeep brand through an asset-light approach.

Dongfeng Peugeot and Dongfeng Citroën brands in China are locally manufactured through DPCA under

various license agreements and marketed by DPCS.

We also produce the Jeep Compass and Jeep Meridian in India through our joint operation with FIAPL and we

recognize our related interest in the joint operation on a line by line basis.

Shipments distributed by our consolidated subsidiaries, which include vehicles produced by FIAPL, are

reported in both consolidated and combined shipments.

Shipments

China and India & Asia Pacific consolidated shipments in 2025 were in line with 2024. Decreases in Jeep and

FIAT are offset by increases in Peugeot, Leapmotor and Ram branded vehicles.

Net revenues

The decrease in China and India & Asia Pacific Net revenues in 2025 compared to the corresponding period in

2024 was mainly due to unfavorable foreign exchange translation impacts, lower Jeep volumes, and reduced

parts and services revenues, partially offset by improved mix, mainly driven by Ram.

Adjusted operating income/(loss)

The increase in China and India & Asia Pacific Adjusted operating income/(loss) in 2025 compared to the

corresponding period in 2024 was mainly driven by higher Ram sales and fixed costs containment, partially

offset by unfavorable foreign exchange translation impacts.

Maserati


	Years ended December 31,		Increase/(Decrease)
	2025	2024	2025 vs. 2024
Consolidated shipments (thousands of units)	7.9	11.3	(30.1)%
Net revenues (€ million)	726	1,040	(30.2)%
Adjusted operating income (€ million)	(198)	(260)	(23.8)%
Adjusted operating income margin (%)	(27.3)%	(25.0%)	(230) bps

Shipments

The decrease in Maserati shipments in 2025 compared to the corresponding period in 2024 was primarily due to

lower shipments in models Grecale and Levante.

Liquidity and Capital Resources

Liquidity Overview

We require significant liquidity in order to meet our obligations and fund the business. Short-term liquidity is

required to purchase raw materials, parts and components for vehicle production, as well as to fund selling,

administrative, research and development, other expenses and funding our captive financial services business.

In addition to our general working capital and operational needs, we expect to use significant amounts of cash

for the following purposes: (i) capital expenditures to support our existing and future products; (ii) principal and

interest payments under our financial obligations; (iii) pension and employee benefit payments; (iv) capital

injections to our joint ventures and merger and acquisitions (“M&A”) initiatives; and (v) funding our captive

financial services business. We make capital investments in the regions in which we operate primarily related to

initiatives to introduce new products, including for electrification and autonomous driving, enhance

manufacturing efficiency, improve capacity, for maintenance, and for regulatory and environmental compliance.

Our business and results of operations depend on our ability to achieve certain minimum vehicle shipment

volumes. As is typical for an automotive manufacturer, we have significant fixed costs and, as such, changes in

our vehicle shipment volumes could have a significant effect on profitability and liquidity. We generally receive

payment from dealers and distributors shortly after shipment, whereas there is a lag between the time we

receive parts and materials from our suppliers and the time we are required to pay for them. Therefore, during

periods of increasing vehicle shipments, there is generally a corresponding positive impact on the Company’s

cash flow and liquidity. Conversely, during periods in which vehicle shipments decline, there is generally a

corresponding negative impact on the Company’s cash flow and liquidity. Delays in shipments of vehicles,

including delays in shipments in order to address quality issues or components shortage and logistic

constraints, tend to negatively affect the Company’s cash flow and liquidity. In addition, the timing of the

Company’s collections of receivables for export shipments of vehicles, fleet sales, as well as sales of propulsion

systems and pre-assembled parts of vehicles tends to be longer due to different payment terms. Although we

regularly enter into factoring transactions for such receivables in order to transfer relevant risks to the factor and

to accelerate collections, a change in vehicle shipment volumes could cause fluctuations in the Company’s

working capital (refer to Note 23, Trade Payables, within the Consolidated Financial Statements included

elsewhere in this report for additional information). The increased internationalization of our product portfolio

could also affect our working capital requirements as there could be an increased requirement to ship vehicles

to countries different from where they are produced. In addition, working capital could be affected by the choice

of different methods of distribution and the trend and seasonality of shipments of vehicles.

Management believes that the funds currently available to Stellantis at the date of this report, in addition to those

funds that would be generated from operating and financing activities, will enable the Company to meet its

obligations and fund its businesses including funding planned investments and working capital needs, as well

as fulfill the Company’s obligations to repay its debts in the ordinary course of business.

Liquidity needs are met primarily through cash generated from operations, including the sale of vehicles,

services and parts to dealers, distributors and other consumers worldwide.

The operating cash management and liquidity investment of the Company is coordinated with the objective of

ensuring effective and efficient management of the Company’s funds. We raise capital in the financial markets

through various funding sources.

Certain notes issued by the Company and its treasury subsidiaries include covenants which could be affected

by circumstances related to certain subsidiaries. In particular there are cross-default clauses which could

accelerate repayments in the event that such subsidiaries failed to pay certain of their debt obligations. As of

December 31, 2025, the Company was in compliance with these covenants. Refer to Note 22, Debt within the

Consolidated Financial Statements included elsewhere in this report for additional information.

Long-term liquidity requirements could involve some level of debt refinancing as outstanding debt becomes due

or the Company is required to make principal payments. We regularly evaluate opportunities to improve our

liquidity position in order to enhance financial flexibility and to achieve and maintain a liquidity and capital

position consistent with that of other companies in the Company’s industry.

However, any actual or perceived limitations of the Company’s liquidity may limit the ability or willingness of

counterparties, including dealers, consumers, suppliers, lenders and financial service providers, to do business

with the Company, or require the Company to restrict additional amounts of cash to provide collateral security for

its obligations. The Company’s liquidity levels are subject to a number of risks and uncertainties, including those

described in Risk Factors.

Refer to ADDITIONAL INFORMATION FOR NETHERLANDS CORPORATE GOVERNANCE - Dividends and Note

28, Equity within the Consolidated Financial Statements included elsewhere in this report for additional

information on Stellantis’ distribution of profits.

Net cash used in operating activities at December 31, 2025 was €4.7 billion, a decrease of €6.2 billion from

December 31, 2024. Refer to Note 31, Explanatory notes to the Consolidated Statement of Cash Flows, within

the Consolidated Financial Statements included elsewhere in this report for additional information.

Available liquidity

The following table summarizes the Company’s Available liquidity:


	At December 31,
(€ million)	2025	2024
Cash, cash equivalents and financial securities(1)	31,508	38,568
Undrawn committed credit lines	18,287	12,915
Cash, cash equivalents and financial securities - included with Assets held for sale	—	297
Total Available liquidity(2)	49,795	51,780
of which: Available liquidity of the Industrial Activities	45,711	49,481

(1) Financial securities are comprised of short term or marketable securities which represent temporary investments but do not satisfy all

the requirements to be classified as cash equivalents as they may be subject to risk of change in value (even if they are short-term in

nature or marketable)

(2) The majority of our liquidity is available to our treasury operations in Europe and U.S.; however, liquidity is also available to certain

subsidiaries which operate in other countries. Cash held in such countries may be subject to restrictions on transfer depending on the

foreign jurisdictions in which these subsidiaries operate. Based on our review of such transfer restrictions in the countries in which we

operate and maintain material cash balances, (and in particular in Argentina, in which we have €354 million cash and securities at

December 31, 2025 (€680 million at December 31, 2024) and in Algeria, in which we have €276 million cash at December 31, 2025

(€276 million at December 31, 2024)), we do not believe such transfer restrictions had an adverse impact on the Company’s ability to

meet its liquidity requirements at the dates presented above. Cash and cash equivalents also include €663 million at December 31, 2025

(€451 million at December 31, 2024) held in bank deposits which are restricted to the operations related to securitization programs and

warehouses credit facilities of SFS U.S.

Available liquidity of the Industrial activities at December 31, 2025 decreased by €3.8 billion from December 31,

2024 primarily due to the negative industrial free cash flow of €4.5 billion and €2.0 billion dividend distribution

partially offset by increase in committed lines. Foreign exchange translation effects have impacted our available

liquidity unfavorably by €1.4 billion.

Our Available liquidity is subject to intra-month and seasonal fluctuations resulting from business and collection

payment cycles as well as to changes in foreign exchange conversion rates. Refer to the section — Cash Flows

below for additional information regarding the change in cash and cash equivalents and refer to Note 31,

Explanatory notes to the Consolidated Statement of Cash Flows, within the Consolidated Financial Statements

included elsewhere in this report for additional information.

Our liquidity is principally denominated in Euro and U.S. Dollar, with the remainder being distributed in various

countries and denominated in the relevant local currencies. Out of the total €31.5 billion of cash, cash

equivalents and current securities available at December 31, 2025, €16.7 billion, or 53 percent (€21.4 billion, or

55 percent, at December 31, 2024), were denominated in Euro and €8.1 billion, or 26 percent (€10.8 billion, or

28 percent at December 31, 2024), were denominated in U.S. Dollar.

At December 31, 2025, undrawn committed credit lines of €18.3 billion include the syndicated revolving credit

facility (“RCF”) of €12.0 billion, amended and extended in July 2024 and further extended in June 2025, with a

group of 29 relationship banks. The RCF is available for general corporate purposes and is structured in two

tranches: €6.0 billion, with a 3-year tenor, and €6.0 billion, with a 5-year tenor, with each tranche benefiting from

two further extension options, each of one year exercisable on the first and second anniversary of the

amendment signing date. The first extension option was activated in June 2025, extending the maturities to July

2028 and July 2030, respectively, for the two tranches. The amount utilized under these credit lines was nil at

December 31, 2025.

In January 2025, the Company entered a new committed credit line of €4.0 billion with a pool of relationship

banks. The facility line is available for general corporate and working capital purposes of the Company,

including without limitation the refinancing of existing indebtedness of the Company. The line originally had a

one year tenor with two extension options, at the Company’s discretion, of six months each. The first extension

option was activated in December 2025, extending the maturity to July 2026. The amount used under this credit

line was nil at December 31, 2025.

In December 2025, SFS U.S. established a €1.9 billion ($2.2 billion) privately placed Commercial Paper (“CP”)

program. At December 31, 2025, no notes were outstanding under the CP program.

Concurrent with the establishment of the CP program, to provide dedicated liquidity support for this CP program,

the committed USD credit line originally signed by SFS U.S. in March 2024, €0.9 billion ($1 billion) was amended

and refinanced (the "SFS RCF"). The amended SFS RCF is structured in two tranches: €0.8 billion ($1 billion),

with a 364-days tenor, and €1.1 billion ($1.3 billion), with a three-year tenor, with each tranche benefiting from

two further extension options, each of one year exercisable on the first and second anniversary of the

amendment signing date. The amount used under the amended SFS RCF was nil at December 31, 2025.

Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere in this report for

additional information.

Euro Medium Term Note (“EMTN”) Program and other Notes

On March 18, 2025, Stellantis Finance U.S. Inc issued three bonds guaranteed by Stellantis N.V.:

•a USD bond with principal amount of $1,000 million with an interest rate of 6.45 percent and which matures in

March 2035;

•a USD bond with principal amount of $750 million with an interest rate of 5.75 percent and which matures in

March 2030; and

•a USD bond with principal amount of $500 million with an interest rate of 5.35 percent and which matures in

March 2028.

On June 6, 2025, the Company issued two bonds under its EMTN:

•a EUR bond with principal amount of €800 million with an interest rate of 4.625 percent and which matures in

June 2035; and

•a EUR bond with principal amount of €700 million with an interest rate of 3.875 percent and which matures in

June 2031.

On September 15, 2025, SFS U.S. issued three bonds:

•a USD bond with principal amount of $700 million with an interest rate of 5.40 percent and which matures in

September 2030;

•a USD bond with principal amount of $1,000 million with an interest rate of 4.95 percent and which matures in

September 2028; and

•a USD bond with principal amount of $300 million with a floating interest rate and which matures in September

2028.

In March 2025, the Company repaid, at maturity, a €650 million note issued by PSA in 2018.

As at December 31, 2025, all the outstanding notes of Stellantis were rated “Baa2” by Moody’s Investors Service

and “BBB” by S&P Global Ratings.

Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere in this report for

additional information.

Financial Services Asset-Backed Facilities

SFS U.S. activities are primarily funded through various asset-backed financing transactions including

Warehouse Credit Facilities, Asset-Backed Securities consisting of ABS Term Notes issued under its

securitization programs and Asset-backed Term Loans. Each of these financing transactions are entered into by

special-purpose entities that are 100 percent owned by SFS U.S. The underlying debt obligations are non-

recourse to SFS U.S. and are settled through the collection of the portfolio of financing receivables originating

from dealers or consumers. The amount outstanding under the securitization programs was €14.8 billion

($17.3 billion) as of December 31, 2025.

Warehouse Credit Facilities

In 2022, SFS U.S. implemented two separate warehouse credit facilities, in addition to the pre-existing First

Investors Auto Receivables Corporation (“FIARC”) warehouse facility.

The first SFS U.S. facility, SFS Funding, LLC was implemented in August 2022 and was renewed in April 2024

and matures in April 2026. The facility bears interest based on variable commercial paper rates plus a spread or

Secured Overnight Funding Rate (“SOFR”) plus a spread.

In September 2024, the SFS U.S. USD credit facility, SFS Funding, LLC, size was increased from €3.4 billion

($4 billion) to €6.8 billion ($8 billion). In connection with this upsizing, the number of participating banks was

increased from six to twelve banks. There were no material changes to the transaction documents and the

maturity of the warehouse credit facility remained in April 2026.

The second SFS U.S. facility, SFS Funding II, LLC was implemented in August 2022 with an original commitment

of €426 million ($500 million) and was terminated in April of 2024 when the commitments were consolidated into

the SFS Funding LLC facility when that facility was renewed.

In September 2025, the first SFS U.S. credit facility, SFS Funding, LLC was renewed. The facility size and the

number of participating banks remained at $8.0 billion and twelve, respectively. There were no material changes

to the transaction documents and the maturity of the warehouse credit facility extended to October 2027.

In September 2025, revolving credit floorplan facility (Stellantis Financial Floorplan Master Auto Owner Trust

(“SFMOT”) 2024-1) size was increased from €638 million ($750 million) to €1.1 billion ($1.3 billion). Draws off the

facility will bear an interest rate based off the lender’s ABCP cost of funds plus a spread based on the

composition of receivables pledged to the facility. Borrowings will be used to support the Company’s

commercial floorplan lending business with floor plan receivables providing collateral. As of December 31, 2025,

€0.9 billion ($1.1 billion) was outstanding under this facility.

In December 2025, the FIARC warehouse, with a capacity of €340 million ($400 million), was extended to mature

in December 2027. In conjunction with the renewal, the benchmark rate was transitioned from SOFR plus a

spread to CP Rate plus a spread.

SFS U.S. uses interest rate derivatives in order to reduce the interest rate risks of certain warehouse credit

facilities.

Asset-backed Securities (“ABS”) Term Notes and Amortizing Term Facilities

SFS U.S. continued to expand and diversify its secured funding programs through a series of ABS issuances

and amortizing credit facilities backed by retail loan and lease assets. Key transactions completed during 2024

and 2025 are presented below.

ABS Term Note Issuances


Date	Issuer/Trust	Amount (€/$)	Asset Type	Structure
January 2024	SFS Auto Receivables Securitization Trust 2024-1	€0.9bn / $1.0bn	Prime retail loans	Six fixed-rate classes
May 2024	SFS Auto Receivables Securitization Trust 2024-2	€0.9bn / $1.0bn	Prime retail loans	Six fixed-rate classes
October 2024	SFS Auto Receivables Securitization Trust 2024-3	€787m / $925m	Prime retail loans	Six fixed-rate classes
February 2025	SFS Auto Receivables Securitization Trust 2025-1	€745m / $875m	Prime retail loans	Six fixed-rate classes
May 2025	SFS Underwritten Enhanced Lease Trust 2025-A	€1.3bn / $1.5bn	Prime lease assets	Six fixed-rate classes
June 2025	SFS Auto Receivables Securitization Trust 2025-2	€787m / $925m	Prime retail loans	Six fixed-rate classes
August 2025	SFS Underwritten Enhanced Lease Trust 2025-B	€1.3bn / $1.5bn	Prime retail loans	Six fixed-rate classes
October 2025	SFS Auto Receivables Securitization Trust 2025-3	€739m / $825m	Prime retail loans	Six fixed-rate classes
November 2025	First Investors Auto Owner Trust 2025-1	€565m / $664m	Subprime retail assets	Four fixed-rate classes
December 2025	SFS Underwritten Enhanced Lease Trust 2025-C	€1.3bn / $1.5bn	Prime retail loans	Six fixed-rate classes

On February 19, 2026, the Company priced an issuance of asset-backed notes through its 100 percent owned

subsidiary, SFS Auto Receivables Securitization Trust 2026-1. The notes, totaling $1.5 billion, were delivered on

February 26, 2026, at which time the Company received the related proceeds. The notes are supported by a

pool of automobile receivables and include customary structural credit enhancement feature.

Amortizing Term Facilities


Date	Issuer / Trust	Amount (€ / $)	Asset Type	Key Terms
April 2024	SFAF 2024-1	€638m / $750m	Retail loans	Upsized by €426m / $500m in March 2025; fixed rate plus spread; amortizing, no further draws
July 2024	SFAF 2024-2	€638m / $750m	Retail loans	Fixed rate plus spread; amortizing, no further draws
August 2024	SFALV 2024-1	€0.9bn / $1.0bn	Retail lease assets	Fixed rate plus spread; amortizing

Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere in this report for

additional information.

Cash Flows

The following table summarizes cash flows from operating, investing and financing activities for each of the

years ended December 31, 2025, 2024 and 2023. Refer to the Consolidated Statement of Cash Flows for the

years ended December 31, 2025, 2024 and 2023 and to Note 31, Explanatory notes to the Consolidated

Statement of Cash Flows included elsewhere in this report for additional information. Refer to Note 10, Other

intangible assets and Note 11, Property, plant and equipment, within the Consolidated Financial Statements

included elsewhere in this report for details on our contractual commitments.


	Years ended December 31,
(€ million)	2025	2024	2023
Cash flows from (used in) operating activities(1)	(4,650)	1,535	17,954
Cash flows from (used in) investing activities(1)	(5,897)	(10,105)	(14,215)
Cash flows from (used in) financing activities(1)	7,574	(1,343)	(5,501)
Effect of changes in exchange rates	(1,278)	410	(836)
(Increase)/decrease in cash and cash equivalents included in asset held for sale	297	(66)	(166)
Increase/(decrease) in cash and cash equivalents	(3,954)	(9,569)	(2,764)
Net cash and cash equivalents at beginning of the period	34,100	43,669	46,433
Net cash and cash equivalents at end of period	30,146	34,100	43,669

(1) Effective June 2025, the Company adjusted certain classification items in the presentation of its Consolidated Statement of Cash Flows.

Refer to Note 2, Basis of preparation, within the Consolidated Financial Statements included elsewhere in this report for additional

information. Comparative figures for December 2024 and 2023 have been reclassified accordingly

Industrial free cash flows

The following table provides a reconciliation of Cash flows from operating activities, the most directly

comparable measure included in the Consolidated Statement of Cash Flows, to Industrial free cash flows for the

years ended December 31, 2025 and 2024.


	Years ended December 31,
(€ million)	2025	2024
Cash flows from/(used in) operating activities(1)	(4,650)	1,535
Less: Financial services, net of inter-segment eliminations	(9,700)	(5,209)
Less: Capital expenditures and capitalized research and development expenditures and change in amounts payable on property, plant and equipment and intangible assets for industrial activities	9,090	10,761
Add: Proceeds from disposal of assets and other changes in investing activities	591	303
Less: Contributions of equity to joint ventures and minor acquisitions of consolidated subsidiaries and equity method and other investments	1,116	2,376
Add: Defined benefit pension contribution, net of tax	40	45
Industrial free cash flows	(4,525)	(6,045)

(1) Effective June 2025, two types of cash flows were reclassified to cash flows from operating activities: (i) the net change in receivables

related to financial services activities have been reclassified from investing activities as these are part of our principal revenue-generating

activities and (ii) certain financial receivables related to factoring transactions have been reclassified from financing activities. Refer to

Note 2, Basis of preparation, within the Consolidated Financial Statements included elsewhere in this report for additional information.

Comparative figures for December 2024 have been reclassified accordingly

Industrial net financial position


	At December 31, 2025			At December 31, 2024
(€ million)	Company	Industrial activities	Financial services	Company	Industrial activities	Financial services
Third parties debt (Principal)	(45,318)	(24,616)	(20,702)	(36,609)	(23,499)	(13,110)
Capital market(1)	(25,060)	(20,945)	(4,115)	(20,003)	(18,542)	(1,461)
Bank debt	(1,931)	(867)	(1,064)	(3,562)	(1,902)	(1,660)
Other debt(2)	(15,873)	(362)	(15,511)	(10,488)	(515)	(9,973)
Lease liabilities	(2,454)	(2,442)	(12)	(2,556)	(2,540)	(16)
Accrued interest and other adjustments(3)	(629)	(533)	(96)	(618)	(572)	(46)
Debt with third parties (excluding held for sale)	(45,947)	(25,149)	(20,798)	(37,227)	(24,071)	(13,156)
Debt classified as held for sale	—	—	—	(128)	(60)	(68)
Debt with third parties including held for sale	(45,947)	(25,149)	(20,798)	(37,355)	(24,131)	(13,224)
Intercompany, net(4)	—	1,756	(1,756)	—	1,570	(1,570)
Current financial receivables from jointly-controlled financial services companies(5)	603	603	—	674	524	150
Debt, net of intercompany, and current financial receivables from jointly-controlled financial service companies	(45,344)	(22,790)	(22,554)	(36,681)	(22,037)	(14,644)
Derivative financial assets/(liabilities), net and collateral deposits(6)	181	188	(7)	222	212	10
Financial securities(7)	1,362	1,098	264	4,468	4,249	219
Cash and cash equivalents	30,146	28,198	1,948	34,100	32,409	1,691
Cash and cash equivalents classified as held for sale	—	—	—	297	295	2
Net financial position	(13,655)	6,694	(20,349)	2,406	15,128	(12,722)

(1) Includes notes issued under the Medium Term Note Program, or MTN Program, and other notes for €22,333 million at December 31,

2025 (€18,228 million at December 31, 2024), Schuldschein for €314 million (€314 million at December 31, 2024) and other financial

instruments issued in financial markets, mainly from South America financial services companies for €2,413 million (€1,461 million at

December 31, 2024)

(2) Includes debt for securitizations programs, for €15,471 million at December 31, 2025 (€9,967 million at December 31, 2024), and other

asset-backed financing, i.e., sales of receivables for which de-recognition is not allowed under IFRS, for €8 million at December 31, 2025

(€49 million at December 31, 2024)

(3) Includes adjustments for purchase accounting and net (accrued)/deferred interest and other amortizing cost adjustments

(4) Net amount between industrial activities entities' financial receivables due from financial services entities (€2,237 million at December

31, 2025 and €2,316 million at December 31, 2024) and industrial activities entities' financial payables due to financial services entities

(€481 million at December 31, 2025 and €746 million at December 31, 2024)

(5) Financial receivables due from Stellantis Financial Services Europe JVs

(6) Fair value of derivative financial instruments (net positive €161 million at December 31, 2025 and net positive €215 million at December

31, 2024) and collateral deposits (€20 million at December 31, 2025 and €7 million at December 31, 2024)

(7) Excludes certain financial securities held pursuant to applicable regulations (€376 million at December 31, 2025 and €264 million at

December 31, 2024) and non-liquid equity investments (€608 million at December 31, 2025 and €692 million at December 31, 2024) and

other non-liquid securities (€203 million at December 31, 2025 and €347 million at December 31, 2024)

The €8.4 billion reduction in Industrial net financial position at December 31, 2025, as compared to December

31, 2024, primarily reflects the negative industrial free cash flow in the period of €4.5 billion, €2.0 billion dividend

distribution and a negative €1 billion foreign exchange translation effect.

Rating Agency updates

In March 2025, S&P revised Stellantis’ issuer credit rating and senior unsecured debt rating from “BBB+” to

“BBB” and changed the outlook from negative to stable.

In May 2025, Moody’s revised Stellantis’ long-term issuer rating and senior unsecured debt rating from “Baa1” to

“Baa2” and changed the outlook from negative to stable.

In August 2025, S&P affirmed Stellantis’ “BBB” issuer credit rating and senior unsecured debt rating and revised

the outlook from stable to negative.

In October 2025, Moody’s affirmed Stellantis’ “Baa2” long-term issuer rating and senior unsecured debt rating

and revised the outlook from stable to negative.

Refer to Note 33, Subsequent events within the Consolidated Financial Statements included elsewhere in this

report for additional information.

Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere in this report for

additional information regarding the Company's Capital Resources. Refer to Note 32, Qualitative and quantitative

information on financial risks within the Consolidated Financial Statements included elsewhere in this report for

additional information regarding the Company’s qualitative and quantitative information on financial risks. Refer

to Contractual Obligations, included elsewhere in this report for additional information on the Company’s

significant contractual commitments as at December 31, 2025.

Risk Management

Risk management activities are an essential business driver to ensure the achievement of Stellantis’ objectives

and the sustainability of its business plan in the medium to long-term. The Company has adopted an integrated

approach aimed at strengthening the awareness, at every level of the organization, that adequate risk

assessment and management can create and preserve value for Stellantis. A structured process has been

implemented to integrate risk identification, assessment, monitoring and mitigation into business practices, and

to provide management with information necessary to take the appropriate decisions for achieving the

Company’s strategic objectives.

Enterprise Risk Management Framework

The Stellantis risk management framework is based on the principles of the 2017 Committee of Sponsoring

Organizations of the Treadway Commission (“COSO”) Framework "Enterprise Risk Management (“ERM”) -

Integrating with Strategy and Performance" and of the Dutch Corporate Governance Code.

In alignment with the COSO principles, the Stellantis ERM framework integrates risk management processes into

the management of the Company’s business with the aim of implementing its strategy, improving the

performance and creating long-term value. Additionally, it supports the protection of corporate assets, the

efficiency and effectiveness of business processes, the reliability of financial information and the compliance

with laws and regulations.

The Stellantis ERM framework consists of five key components:

1. ERM Governance Structure

The risk management process is implemented across the whole organization through a governance structure

that involves several committees, regions and business functions, risk owners and ERM to manage business

risks and to define the most effective strategies for their mitigation.

A Global Risk Management Committee (“GRMC”) has been established to provide guidance on strategic risk

management decisions and defines the Company’s risk appetite and is chaired by the Chief Human Resources

Officer. Other members of the GRMC are representatives from the legal, finance, corporate affairs, internal audit,

and risk management. The GRMC provides guidance on the overall strategic risk management decisions.

The ERM team within Stellantis is responsible for designing and updating the enterprise risk framework and

working with business and global functions to support the identification, assessment, monitoring and reporting of

risk exposures and their associated mitigation actions at department level.

2. Strategy Setting and Risk Appetite

The alignment of business objectives with strategy is achieved through Stellantis governance committees which

include Senior Management responsible for supporting risk governance. The management of enterprise risks is

integrated into the strategic plan and business objectives through the GRMC members that are part of the

Stellantis governance committees. In 2025, the Stellantis Leadership Team (“SLT”) supported by governance

committees, is ultimately responsible for risk management programs, providing guidance and direction,

reviewing and approving the overall global enterprise risk assessment results and ensuring accountability for

effectively managing and mitigating significant risks.

Risk tolerance analysis is supported by the review and monitoring of Key Risk Indicators (“KRIs”). In 2025, status

of risk monitoring and mitigating activities was quarterly assessed and results were regularly reported to GRMC

members and to the Stellantis Leadership Team by the Head of Audit & Compliance. The Board of Directors has

an oversight role over Stellantis’ risk assessment.

Stellantis aligns its risk appetite to its business plan. Risk boundaries are set through Stellantis strategy, Code of

Conduct, budgets and policies. Stellantis objectives are consistent with the organization's risk appetite.

The statement for the Dutch Verklaring Omtrent Risicobeheersing (“VOR”) is consistent with the below disclosure

of Stellantis' risks.


Risk category	Category description	Risk appetite
Strategic	Risk that may arise from the pursuit of Stellantis’ business plan, from strategic changes in the business environment, and/or from adverse strategic business decisions.	We are prepared to take risks in a responsible way that takes our stakeholders’ interests into account and is consistent with our business plan.
Operational	Risk relating to internal processes, people and systems or external events (including legal and reputational risks).	We look to mitigate operational risks to the maximum extent based on cost/benefit considerations.
Financial	Risk relating to uncertainty of return and the potential for financial loss due to financial performance.	We seek capital market and other transactions to strengthen our financial position and finance our operations on a consolidated global basis.
Compliance	Risk of non-compliance with relevant regulations and laws, internal policies and procedures.	We hold ourselves, as well as our employees, responsible for acting with honesty, integrity and respect, including complying with our Code of Conduct, applicable laws and regulations everywhere we do business.

3. Enterprise Risk Assessment

The enterprise risk assessment is the assessment of the main risks that may affect the achievement of Stellantis’

strategy and its sustainability despite the risk mitigations in place. This assessment is performed annually to

identify and prioritize the major risks based on their criticality, with a bottom-up approach that leverages on the

departments’ risk assessment results, regular risk trends monitoring and targeted interviews conducted with a

representative range of regional and business function managers. The assessment is further reinforced by

external perspectives gathered through interviews with external stakeholders.

Risk scenarios and evaluation are carried out using likelihood, impact and control effectiveness criteria.

The results of the assessment are consolidated on a risk mapping and then reviewed by executive leaders

before presentation for approval to the SLT and final validation by the Audit Committee.

Fraud risk assessment is aligned with Stellantis’ overall ERM strategy and is integrated into the broader

departmental risk management process to manage potential risks related to fraudulent activities that could harm

Stellantis’ financial health, reputation, and operations. A fraud risk assessment is performed annually to identify

and manage emerging fraud risks. Fraud risk assessment results are communicated to departmental senior

management to ensure proper implementation of mitigation efforts.

4. Risk Mitigation and Monitoring

Major risks assigned to Stellantis Leadership Team members are detailed in more specific sub-risks and

assigned to sub-risk owners in charge of deploying adequate risk mitigation measures. KRIs have been

established to quantitatively measure and monitor sub-risks exposure in a more predictive way and to facilitate

reporting of risk change. Additionally, an estimated maximum loss (“EML”) is evaluated for specific sub-risks

scenarios to estimate potential financial impact and support the setting of risk appetite. The ERM team monitors

mitigation progress, KRI trends, and EMLs, reporting key developments to the GRMC.

5. Risk Management Integration and Culture Dissemination

Management uses relevant information from both internal and external sources to support the ERM process. To

support the business in pursuing continuous risk management process improvement and to promote a culture

that proactively identify, evaluate and monitor risks, ERM team relies on the support of a compliance champions

network responsible for building or updating annually the risk assessment of their departments and supervising

the relative risk mitigation action plans. Compliance champions attend periodic ERM awareness programs.

Significant Risks Identified and Control Measures

In 2025, results of the annual risk assessment were consolidated into a Stellantis report for review with members

of the GRMC before the presentation of the most significant risks to the Stellantis Leadership Team. Once

validated, results were presented to the Audit Committee, assisting the Board of Directors in their responsibility

for strategic oversight of risk management activities. Control measures and mitigating actions were identified or

enhanced to ensure risks were appropriately addressed.

The list of risks, control measures and mitigating actions presented below is not exhaustive. It reflects the most

significant exposures, the main risks considering the highest impact and likelihood. Compliance, ICT &

Cybersecurity, and Manufacturing risks are also presented in light of their structural importance to Stellantis

regulatory and operating environment, although not assessed in 2025 among the highest exposures. The

sequence in which these risks and mitigating actions are described does not reflect order of importance,

likelihood of occurrence or control measures effectiveness. The statement for the Dutch VOR is consistent with

the below disclosure of Stellantis' risks.

Monitoring of risk mitigating actions and KRI metrics are the responsibility of the ERM team and compliance

champions.


Risk Category	Risk	Risk Description	Control / Mitigating Actions
Strategic	Transition to Electrification	Main risk factors for transition to electrification include: the evolving nature of the regulatory environment, the higher production costs (and corresponding) prices of EV that could reduce our competitive advantage and result in lower customer appetite and lower profit margin or in a sharp decrease of the automotive market share, the aggressive competition of new players in the EV market that are developing with lower production cost and advanced technological solutions, and the dependence of EV (market) on government policies.	Cost-reduction strategies to make EVs more affordable, including investing in Chinese EV maker Leapmotor Execution of battery/Electric Drive Module roadmap to deliver performance at the right level. Stellantis continuously reassesses its actions and aligns product plans in light of evolving EV regulations, shifting timelines, and market adoption trends.


Operational	Supply Chain	Stellantis’ ability to manage critical supplies to prevent production interruptions, and the ability to manage limited availability and increased costs of commodities, energy and transportation.	Actions to mitigate risks related to potential unavailability of raw materials and critical components in the time required by production planning include: •assessment of the end-to-end value chain of supplies to identify possible critical resources; •monitoring of global, political, environmental and economic events, to anticipate or identify those that could lead to supply chain disruption and implement timely mitigating actions; •developing/acquiring technical solutions to reduce dependence on critical raw materials; •monitoring the suppliers’ risk to mitigate disruption due to any kind of failure; and •strategic partnerships to gain access to the latest innovations.
Compliance	Compliance	The increasing complexity of compliance requirements in different fields (e.g., corporate liability, market regulations, export controls, anti-bribery, emissions and vehicle safety, data privacy, human rights, etc.) puts the organization at risk of noncompliance, that could result in potential fines, increased costs, and reputational damages.	Company governance and regular oversight by top executive management to monitor compliance with laws and regulatory requirements and to promote consistency in approach and process across Stellantis operations. Stellantis Code of Conduct clearly and affirmatively requires employees to report issues of non-compliance. Regular training and frequent communication reinforce the prevention system. “Stellantis Integrity Helpline” program encourages employees, contractors, suppliers and dealers to report any issues that may concern vehicle safety, emissions or regulatory compliance.
Financial	Geopolitical & Macro- Economic Factors	The exposure to adverse financial conditions such as tariffs, persistent inflation also impacting labor cost, high interest rates, as well as repeated increases and volatility in foreign exchange, raw material and energy prices, could impact Stellantis’ plans and profitability and its financial ability to offset the effects of a major crisis. This risk is increased by geopolitical instabilities, continued protectionism and unavailability of natural resources and energy.	Risk is mitigated through: •natural and financial hedging strategies; •material substitution and circular-economy strategy; •optimization in technical solutions to minimize the use of critical resources or find substitutions; and •constant monitoring of raw material market dynamics and of price trends.
Strategic	Customer Satisfaction	Delivering an outstanding customer experience and high-quality products/ services is key for Stellantis. A strong focus on quality represents a significant opportunity to strengthen customer satisfaction, protect Stellantis reputation, maintain a competitive position in the market and drive sustainable growth.	Actions to mitigate the impact on customers satisfaction are: •customer surveys/feedback that feed into service improvement programs, including all channels of interface between Stellantis and customers (distribution and reparation network, website); •monitoring of product and service quality metrics; and •executive-level quality responsibility (Head of Quality reporting to the CEO).


Operational	Manufacturing	Manufacturing operations manage several factors that can affect its efficiency, including the adaptation of manufacturing capacity to the demand or cost competitiveness.	Mitigating actions under review with the new Strategy definition.
Operational	Cybersecurity	The growing and evolving threats to digital infrastructure and data security due to global political tensions, international conflicts, and availability of AI-enabled technology may target Stellantis’ systems and lead to significant business disruption, loss of confidential information and competitive know-how, or breaches of data privacy resulting in financial and/or reputational damage.	A cybersecurity program, along with multilayered controls, is in place at Stellantis to identify and mitigate cyber risks emerging from the evolving threat landscape. This program has been developed based on: •a comprehensive and thorough analysis of the potential exposure of critical Company assets, including the information that must be protected and the required security level; •implementation of policies and procedures designed to reduce the risk of attack in the event of a security breach; •plans and procedures established to neutralize threats and address security issues effectively; and •frequent employee awareness campaigns.

Control measures and comprehensive mitigation actions for key global risks were monitored throughout the year

by Stellantis senior leaders in the regions and business functions, under the oversight of the related global

leaders in an effort to address risks on a timely basis and confirm that the control measures taken were effective

in preventing the risks from materializing. Refer to Risk Factors included elsewhere in this report for additional

information.

Improvements in the overall Stellantis risk management process

We regularly benchmark risk management processes with peer companies and explore opportunities for

improvement, in order to strengthen and improve ERM governance. In 2025, we reinforced our benchmark with

the analysis of top risks reported by our main competitors and by a sample of comparable groups. We also

complemented the quarterly KRIs monitoring with additional qualitative risk trend analysis. External views on

Stellantis risks, gathered through interviews with external stakeholders, who follow our Company closely, were

also reinforcing the annual risk assessment.

We also consistently engage with various levels within our business operations and review our risk monitoring

results in order to identify new risks or additional mitigations.

Risk Factors

We face a variety of risks in our business. The risks and uncertainties described below are not the only ones

facing us. Additional risks and uncertainties that we are unaware of, or that we currently believe to be immaterial,

may also become important factors that affect us.

Risks Related to Our Business, Strategy and Operations

If our vehicle shipment volumes continue to deteriorate, particularly shipments of pickup trucks and larger sport

utility vehicles in the U.S. market, and overall shipments of vehicles in the European market, our results of

operations and financial condition will suffer.

As is typical for automotive manufacturers, we have significant fixed costs primarily due to our substantial

investment in product development, property, plant and equipment and the requirements of collective

bargaining agreements and other applicable labor relations regulations. As a result, changes in certain vehicle

shipment volumes have a disproportionately large effect on our profitability.

Our profitability in North America, a region which historically contributed a majority of our profits, is particularly

dependent on demand for pickup trucks and larger SUVs. Pickup trucks and larger SUVs have historically been

more profitable than other vehicles and accounted for approximately 84 percent of our total U.S. retail vehicle

shipments in 2025. A shift in consumer demand away from these vehicles within the North America region,

whether as the result of a shift in demand toward competitor vehicles or toward compact and mid-size

passenger cars, which could occur in response to higher fuel prices, lower disposable income due to recession,

higher borrowing costs or other factors, could adversely affect our profitability. For example, U.S. demand for

our vehicles, including pickup trucks and larger SUVs, softened significantly in 2024 which led to elevated

dealer-owned inventory levels and the related impacts on our shipments and pricing negatively affected our

profitability.

In 2025, we generated approximately 38 percent of our Net revenues in the Enlarged Europe region and are

therefore significantly exposed to a downturn in economic conditions in Europe, enhanced competition in the

European vehicle market (particularly, from Chinese OEMs), or a deterioration of the European vehicle market,

each of which impacted our vehicle shipments in that market in 2025.

In addition, we operate with negative working capital, because payments for vehicles are received shortly after

shipment, while payments to suppliers occur later. As a result, in periods in which vehicle shipments decline

materially, we may suffer a significant negative impact on cash flow and liquidity as we continue to pay suppliers

for components purchased in a high-volume environment during a period in which we receive lower proceeds

from vehicle shipments. This timing difference negatively impacted our cash flow and liquidity in 2024 and the

first half of 2025 and could do so again if shipments continue to decline.

If our vehicle shipments decline further due to a downturn in economic conditions, changes in consumer

confidence, geopolitical events, inability to produce sufficient quantities of certain vehicles, enhanced

competition in certain markets, including North America, loss of market share, limited access to financing or

other factors, such decline could have a material adverse effect on our business, financial condition and results

of operations.

Our business may be adversely affected by global financial markets, general economic conditions, enforcement of

government incentive programs, geopolitical volatility and protectionist trade policies, as well as other macro

developments over which we have no control.

With operations worldwide, our business, financial condition and results of operations may be influenced by

macroeconomic factors within the various countries in which we operate, including changes in gross domestic

product, the level of consumer and business confidence, changes in interest rates for, or availability of,

consumer and business credit, the rate of unemployment, foreign currency controls and changes in exchange

rates, as well as geopolitical risks, such as government instability, social unrest, the rise of nationalism and

populism and disputes between sovereign states.

We are also significantly impacted by tariffs and other barriers to trade imposed between governments in

various regions. For example, there has been a recent and significant increase in tariffs and duties between the

U.S. and its trading partners, including China, Canada, Mexico and the European Union. We import a significant

number of our vehicles and components from outside the U.S., particularly in Canada, Mexico and Italy. We also

manufacture vehicles and components in the U.S. that are exported globally. Disruptions in tariff or duty activity

between our major markets - particularly rapid disruptions - could further increase the cost and negatively

impact the potential availability of raw materials and components, as well as finished vehicles, which in turn

would potentially increase consumer prices, reduce demand for our products and/or make our products less

profitable.

We are also subject to other risks, such as increases in energy and fuel prices and fluctuations in prices of raw

materials, including as a result of tariffs or other protectionist measures, changes to vehicle purchase incentive

programs, and contractions in infrastructure spending in the jurisdictions in which we operate. In addition, these

factors may also have an adverse effect on our ability to improve the utilization of our industrial capacity in some

of the jurisdictions in which we operate. Several of the markets in which we operate have experienced or are

experiencing challenging macroeconomic climates. Consumers have faced and may continue to face

challenging cost inflation and higher fuel prices in particular, negative real wages and higher borrowing rates,

which may continue to contribute to lower sales, particularly in the more profitable segments of our product mix.

Unfavorable developments in any one or a combination of these risks (which may vary from country to country)

could have a material adverse effect on our business, financial condition and results of operations and on our

ability to execute planned strategies. For further discussion of risks related to the automotive industry, refer to

the section “Risk Factors—Risks Related to the Industry in which We Operate” for additional information.

We are subject to risks relating to geopolitical volatility and instability. For example, as a result of ongoing global

conflicts, we may be subject to supply chain disruptions, energy and logistics cost inflation or other adverse

impacts from increased global instability.

Unfavorable developments in our relationships with governments, or a reduction in government incentives, in the

markets in which we operate could also have a material adverse effect on our business, financial condition and

results of operations. For example, in Brazil, we have historically received certain tax benefits and other

government grants, that favorably affected our results of operations which will expire at the end of 2032.

Expiration of these tax benefits and government grants or any change in the amount of such tax benefits or

government grants could have a material adverse effect on our business, financial condition and results of

operations.

We are also subject to other risks inherent to operating globally. For a discussion of certain tax-related risks

related to our operating globally, refer to the section “Risk Factors—Risks Related to Taxation—We and our

subsidiaries are subject to tax laws and treaties of numerous jurisdictions. Future changes to such laws or

treaties could adversely affect us and our subsidiaries and our shareholders and holders of special voting

shares. In addition, the interpretation of these laws and treaties is subject to challenge by the relevant

governmental authorities” for additional information. European developments in data and digital taxation may

also negatively affect some of our autonomous driving and infotainment connected services. Unfavorable

developments in any one or a combination of these risk areas (which may vary from country to country) could

have a material adverse effect on our business, financial condition and results of operations and on our ability to

execute planned strategies.

Our future performance depends on our ability to accurately predict demand, and effectively compete, in the

market for electrified vehicles.

Our financial condition and results of operations depend significantly on our ability to successfully align the

development and delivery of BEV, hybrid vehicles and ICE vehicles with consumer demand, which may vary by

region. For example, an over-estimation of the pace of the energy transition led us to recognize significant

charges in 2025 related to the cancellation of certain BEV programs, the impairment of certain platforms and

actions to resize our EV supply chain. A failure to accurately project the demand for these vehicles going

forward could have additional materially negative impacts on our business, financial condition and results of

operations.

BEVs are significantly more expensive than ICE vehicles and an economic slowdown or an increase in inflation

would put additional pressure on customers’ spending, particularly impacting more expensive vehicles. At the

same time, the increased availability of BEVs and hybrids has fueled highly competitive pricing among

automakers, especially in markets where we compete with Chinese OEMs. Moreover, our investments in

Leapmotor and LPMI, to distribute Leapmotor‑branded vehicles outside of China, may not significantly improve

our ability to develop and sell BEVs that are competitive with those of our peers.

In addition, we face challenges in developing BEVs with vehicle range, battery energy density and other new

technologies that successfully compete with our peers and technological capabilities acquired through costly

investment may prove short-lived if, for example, technology and vehicle capability progresses more quickly

than expected. As the market for BEVs grows, there may also be increased opportunities for our competitors,

including new entrants, such as non-OEM startup technology companies that may enter into alliances with our

competitors, as well as startup OEMs, to obtain market share by introducing disruptive solutions that are

attractive to consumers. Our competitors’ integration with non-OEM startup technology companies or the

emergence of new significant OEM competitors could have a material adverse effect on our business, financial

condition and results of operations. In particular, a number of Chinese OEMs have rapidly developed

technological and manufacturing capability in BEVs in several of our key markets. See “The automotive industry

is highly competitive and cyclical, and we may suffer from those factors more than some of our competitors”.

Our ability to profitably sell BEVs is also dependent on the development and implementation of government

policies that support electrification in the markets in which we operate. If governments in the markets in which

we operate do not establish and maintain policies that support electrification, including incentives that support

consumer affordability and awareness, development of charging infrastructure and strengthening of the battery

supply chain, this could have a material adverse effect on our business, financial condition and results of

operations. Governments have recently chosen, and additional governments may choose in the future, to dilute

or eliminate supportive policies or delay electrification targets. For example, on September 30, 2025, tax credits

for the purchase of electric vehicles in the U.S. expired and have not been renewed, which is reducing

consumer appetite for BEVs in the U.S. Changing government policies may make it more difficult to plan future

investments, particularly when such policy changes result in policy divergence among governments.

Our future performance depends on our ability to offer innovative, attractive and relevant products.

Our success depends on, among other things, our ability to develop innovative, high-quality products that are

attractive to consumers and provide adequate profitability. We may not be able to effectively compete with other

automakers with regard to trends in the industry, including autonomous driving, connected vehicles and artificial

intelligence.

In addition, our portfolio renewal efforts have suffered delays in recent periods which has adversely affected our

shipments and sales, particularly in North America and Enlarged Europe. If we are unable to introduce new or

significantly refreshed vehicles in a timely manner, our shipments, sales and market share will experience

additional adverse impacts.

Further, as a result of the extended product development cycle and inherent difficulty in predicting consumer

acceptance, a vehicle that is expected to be attractive may not generate sales in sufficient quantities and at high

enough prices to be profitable. It can take several years to design and develop a new vehicle, and a number of

factors may lengthen that schedule. For example, if we determine that a safety or emissions defect, mechanical

defect or non-compliance with regulation exists with respect to a vehicle model prior to retail launch, the launch

of such vehicle could be delayed until we remedy the defect or non-compliance. Various elements may also

contribute to consumers’ acceptance of new vehicle designs, including competitors’ product introductions, fuel

prices, general economic conditions, government regulations and changes in consumer preferences. In

addition, vehicles we develop in order to comply with government regulations, particularly those related to fuel

efficiency, greenhouse gas and tailpipe emissions standards, may not be attractive to consumers or may not

generate sales in sufficient quantities and at high enough prices to be profitable. If these vehicles do not

generate sales in sufficient quantities and at prices that are sufficiently profitable, it could have a materially

adverse effect on our business, financial condition and results of operations. Refer to “Risks Related to the

Industry in which We Operate – The automotive industry is highly competitive and cyclical, and we may suffer

from those factors more than our competitors” for additional information.

In certain cases, the technologies that we plan to employ are not yet commercially practical and depend on

significant future technological advances by us, our partners and suppliers. These advances may not occur in a

timely or feasible manner, we may not obtain rights to use these technologies and the funds that we have

budgeted or expended for these purposes may not be adequate. Further, our competitors and others are

pursuing similar and other competing technologies, and they may acquire and implement similar or superior

technologies sooner than we will or on an exclusive basis or at a significant cost advantage. Even where we are

able to develop competitive technologies, we may not be able to profit from such developments as anticipated.

If we fail to develop products that contain desirable technologies and are attractive to and accepted by

consumers, the residual value of our vehicles could be negatively impacted. In addition, the increasing pace of

inclusion of new innovations and technologies in our competitors’ vehicles could also negatively impact the

residual value of our vehicles. A deterioration in residual value could increase the cost that consumers pay to

lease our vehicles, increase the amount of subvention payments that we make to support our leasing programs

and negatively impact our captive finance companies.

A significant malfunction, disruption or security breach compromising the operation of our information technology

systems could damage our reputation, disrupt our business and adversely impact our ability to compete.

Our ability to keep our business operating effectively depends on the functional and efficient operation of our

information, data processing and telecommunications systems, including our vehicle design, manufacturing,

inventory tracking and billing and payment systems, as well as other central information systems and

applications, employee workstations and other IT equipment. Our vehicles are also increasingly connected to

external cloud-based systems while our industrial facilities have become more computerized. Our systems are

susceptible to cybercrime and are regularly the target of threats from third parties, which have become

increasingly sophisticated, including through the use of social engineering, artificial intelligence and machine

learning. Although the Company expects the use of hybrid-work arrangements to gradually decrease, a

substantial number of personnel continue to follow a hybrid‑work model that relies on remote networking and

online conferencing tools, which exposes us to additional cybersecurity risks.

A significant or large-scale malfunction or interruption of any one of our computer or data processing systems,

including through the exploitation of a weakness in our systems or the systems of our suppliers or service

providers, could have a material adverse effect on our ability to manage and keep our manufacturing and other

operations running effectively, and may damage our reputation. For example, in 2025 we detected unauthorized

access to a third-party service provider’s platform that supports our North American customer service

operations. In that instance, the affected platform did not store financial or sensitive personal information. The

computer systems of several of our suppliers and service providers have also been the subject of unauthorized

access in many other instances. To-date we have not been materially impacted by these events. A malfunction

or security breach that results in a wide or sustained disruption to our business could have a material adverse

effect on our business, financial condition and results of operations.

In addition to supporting our operations, our systems collect and store confidential and sensitive data, including

information about our business, consumers and employees. As technology continues to evolve, and as we

execute our global data-as-a-service strategy, it is expected that we will collect and store even more data in the

future and that our systems will increasingly use remote communication features that are sensitive to both willful

and unintentional security breaches. Much of our value is derived from our confidential business information,

including vehicle design, proprietary technology and trade secrets, and to the extent the confidentiality of such

information is compromised, we may lose our competitive advantage and our vehicle shipments may suffer. We

also collect, retain and use personal information, including data gathered from consumers for product

development and marketing purposes, and data obtained from employees.

Many jurisdictions in which we operate have enacted laws and regulations governing the collection, use, and

protection of personal data. These requirements, and the penalties for noncompliance, have become

increasingly stringent. A material security breach that permits unauthorized access to personal information, or

other material noncompliance with applicable regulations, could expose us to litigation, fines, and other

regulatory enforcement actions. Such events could materially and adversely affect our business, financial

condition, and results of operations. In addition, compliance with newly adopted data protection regulations may

result in significant costs or necessitate changes to our business practices that could have a material adverse

impact on our operations and financial performance.

Our reputation could also suffer in the event of a data breach, which could cause consumers to purchase their

vehicles from our competitors. Ultimately, any significant compromise in the integrity of our data security could

have a material adverse effect on our business, financial condition and results of operations.

A significant security breach compromising the electronic control systems contained in our vehicles could damage

our reputation, disrupt our business and adversely impact our ability to compete.

Our vehicles, as well as vehicles manufactured by other OEMs, contain complex systems that control various

vehicle processes including engine, transmission, safety, steering, brakes, window and door lock functions.

These electronic control systems, which are increasingly connected to external cloud-based systems, are

susceptible to cybercrime, including threats of intentional disruptions, loss of control over the vehicle, loss of

functionality or services and theft of personal information. These disruptions are likely to increase in terms of

sophistication and frequency as the level of connectivity and autonomy in our vehicles increases. Legal

requirements that mandate third party access to vehicle systems, including “right to repair” laws, may also

increase the risk of these disruptions. In addition, we may rely on third parties for connectivity and automation

technology and services, including for the collection of our customers’ data. These third parties could unlawfully

resell or otherwise misuse such information, or suffer data breaches. A significant malfunction, disruption or

security breach compromising the electronic control systems contained in our vehicles could damage our

reputation, expose us to significant liability and could have a material adverse effect on our business, financial

condition and results of operations.

Our success largely depends on the ability of our management team to operate and manage effectively and our

ability to attract and retain experienced management and employees.

Our success largely depends on the ability of our senior executives and other members of management to

effectively manage the Company and individual areas of the business. In June 2025, we announced the

appointment of Antonio Filosa as Chief Executive Officer and the appointment of a new leadership team. Our

management team is critical to the execution of our direction and the implementation of our strategies. We may

not be able to replace these individuals with persons of equivalent experience and capabilities. Attracting and

retaining qualified and experienced personnel in each of our regions, including in areas such as design and

software, is critical to our competitive position in the automotive industry. If we are unable to find adequate

replacements or to attract, retain and incentivize senior executives, other key employees or new qualified

personnel, it could have a material adverse effect on our business, financial condition and results of operations.

Labor laws and collective bargaining agreements with our labor unions could impact our ability to increase the

efficiency of our operations, and we may be subject to work stoppages in the event we are unable to agree on

collective bargaining agreement terms or have other disagreements.

Substantially all of our production employees are represented by trade unions, covered by collective bargaining

agreements or protected by applicable labor relations regulations that may restrict our ability to modify

operations and reduce personnel costs quickly in response to changes in market conditions and demand for our

products. These and other provisions in our collective bargaining agreements may impede our ability to

restructure our business successfully in order to compete more effectively, especially with automakers whose

employees are not represented by trade unions or are subject to less stringent regulations, which could have a

material adverse effect on our business, financial condition and results of operations.

We may also be subject to work stoppages in the event that we and our labor unions are unable to agree on

collective bargaining agreement terms or have other disagreements. Any future work stoppages could have a

material adverse effect on our business, financial condition and results of operations.

Our reliance on partnerships in order to offer consumers and dealers financing and leasing services in certain

markets could adversely affect our vehicle sales.

Unlike many of our competitors, we do not own and operate a 100 percent owned finance company dedicated

solely to our vehicle operations in the majority of key markets in Europe and Asia (excluding China). We have

instead partnered with large international banks through joint ventures or commercial agreements, in order to

provide financing to our dealers and retail consumers. Our lack of a fully operational100 percent owned finance

company in these key markets may increase the risk that our dealers and retail customers will not have access

to sufficient financing on acceptable terms, which may adversely affect our vehicle sales in the future.

Furthermore, many of our competitors are better able to implement financing programs designed to maximize

vehicle sales in a manner that optimizes profitability for them and their finance companies on an aggregate

basis. Since our ability to compete depends on access to appropriate sources of financing for dealers and retail

consumers, our reliance on partnerships in those markets could have a material adverse effect on our business,

financial condition and results of operations.

Potential capital constraints may impair the financial services providers’ ability to provide competitive financing

products to our dealers and retail consumers. For example, any financial services provider will face other

demands on its capital, including the need or desire to satisfy funding requirements for dealers or consumers of

our competitors as well as liquidity issues relating to other investments. Furthermore, they may be subject to

regulatory changes that may increase their cost of capital or capital requirements.

To the extent that a financial services provider is unable or unwilling to provide sufficient financing at competitive

rates to our dealers and retail consumers, such dealers and retail consumers may not have sufficient access to

financing to purchase or lease vehicles. As a result, our vehicle sales and market share may suffer, which could

have a material adverse effect on our business, financial condition and results of operations.

Our financial services companies subject us to the risks inherent in that business.

We provide a range of financial services, including retail loans, leases and floorplan leasing to consumers and

dealers, through joint ventures or 100 percent owned subsidiaries in the key markets where we operate. These

financial services companies, particularly our 100 percent owned captive finance companies in Brazil, China

and the U.S., subject us to the risks inherent in that business. These risks include reliance on debt markets and

asset-backed financing transactions in order to provide the capital necessary to support their financing

programs. Our financial services companies may be unable to access debt markets on acceptable terms,

including due to market disruption, market volatility or perceived creditworthiness, or may be unable to originate

sufficient receivables required in order to execute asset-backed financings.

The loans and leases originated by our financial services companies are subject to credit risk, which in turn is

heavily influenced by economic conditions including inflation, interest rates and unemployment levels. The retail

customers as well as dealer customers of our financial services companies may default during the term of their

loans or leases. Generally, our financial services companies bear a substantial risk of losses resulting from

defaults. In the event of a default, the value of the financed vehicle, or in the case of a commercial customer, the

value of the inventory and other commercial assets we finance usually do not cover the outstanding amount due

to us plus the costs of recovery and asset disposition.

In addition, our financial services companies rely on information from applicants and third party service

providers when underwriting the loans and leases they originate and could experience increased credit risk if

the information they receive is intentionally or negligently misrepresented. Our financial services companies

must also project the expected residual values for the vehicles they lease and the actual proceeds received

from the sale of those vehicles at lease termination may be lower than the amount projected due to unforeseen

changes in market conditions for specific vehicle types or models, or industry-wide. For example, the elimination

of the tax credits related to the purchase or lease of electric vehicles in the OBBB is currently impacting the

market prices of used electric vehicles in the U.S. which, in turn, could negatively impact the forecasted residual

value for EVs at the end of their lease term.

Our financial services companies are also subject to significant regulation by governmental authorities in the

markets where they operate, which may impose significant costs and restrictions on their business. The market

for automotive financing is highly competitive, and we compete with a variety of lenders, including banks, credit

unions, independent finance companies and other captive automotive finance subsidiaries. Some of the

competitors of our 100 percent owned captive finance companies have larger and more competitive sources of

funds and are able to offer a wider variety of products to customers, which may enable them to compete more

effectively.

If our financial services companies are unable to manage these risks effectively, it could have a material adverse

effect on our business, financial condition and results of operations.

Risks Related to the Industry in which We Operate

We face risks associated with increases in costs, disruptions of supply or shortages of raw materials, parts,

components and systems used in our vehicles.

We use a variety of raw materials in our business, including steel, aluminum, lead, polymers, elastomers, resin

and copper, and precious metals such as platinum, palladium and rhodium, as well as electricity and natural

gas. Substantial increases in the prices for the raw materials and components used in our vehicles will increase

our operating costs and could reduce profitability if the increased costs cannot be offset by higher vehicle

prices or productivity gains. In particular, certain raw materials, such as those needed in catalytic converters

and lithium-ion batteries, and components, such as semiconductors, are sourced from a limited number of

suppliers and from a limited number of countries. From time to time these may be susceptible to supply

shortages or disruptions. For example, in 2025, the automotive industry faced semiconductor shortages in

connection with the temporary imposition of export controls on Nexperia, a semiconductor manufacturer based

in the Netherlands and owned by a Chinese parent company. In addition, our industrial efficiency will depend in

part on the optimization of the raw materials and components used in the manufacturing processes. If we fail to

optimize these processes, we may face increased production costs.

We are also exposed to the risk of price fluctuations and supply disruptions and shortages, including due to

supplier disputes, particularly with regard to warranty recovery claims, supplier financial distress, tight credit

markets, trade restrictions, tariffs, natural or man-made disasters, epidemics or pandemics of diseases, or

production difficulties. Inflation has resulted in increased wages, fuel, freight and other costs and this trend may

continue. We may also be exposed to an increased risk of supply disruptions or shortages during the transition

of sourcing relationships as we continue to implement our best cost country sourcing strategy. To the extent we

are unable to recoup related cost increases through pricing actions, our profits will decrease. In addition, even if

we are able to increase prices, there may be a time lag between our cost increases and price adjustments,

which may cause volatility in our earnings and cash flows. To the extent such inflation continues, increases, or

both, it may reduce our margins and have a material adverse effect on our financial performance.

It is not possible to guarantee that we will be able to maintain arrangements with suppliers that assure access to

critical raw materials and components at reasonable prices in the future. Further, trade restrictions and tariffs

may be imposed, leading to increases in the cost of raw materials, parts, components and systems and delayed

or limited access to purchases of raw materials and components, each of which could have a material adverse

effect on our business, financial condition and results of operations.

Any interruption in the supply or any increase in the cost of raw materials, parts, components and systems could

negatively impact our ability to achieve our vehicle shipment objectives and profitability and delay commercial

launches. The potential impact of an interruption is particularly high in instances where a part or component is

sourced exclusively from a single supplier. Long-term interruptions in the supply of raw materials, parts,

components and systems may result in a material impact on vehicle production, vehicle shipment objectives,

and profitability. Cost increases which cannot be recouped through increases in vehicle prices, or countered by

productivity gains, could have a material adverse effect on our business, financial condition and results of

operations. This risk can increase during periods of economic uncertainty such as the crisis that resulted from

the outbreak of COVID-19, as a result of regional economic disruptions such as that experienced in South

America due to the deterioration in Argentina’s economic condition, the Russia-Ukraine conflict beginning in

2022 or the increasing trade protectionism and barriers experienced in 2025.

The automotive industry is highly competitive and cyclical, and we may suffer from those factors more than some

of our competitors.

Substantially all of our revenues are generated in the automotive industry, which is highly competitive and

cyclical, encompassing the production and distribution of passenger cars, light commercial vehicles and

components and systems. We face competition from other international passenger car and light commercial

vehicle manufacturers and distributors and components suppliers in Europe, North America, Latin America, the

Middle East, Africa and the Asia Pacific region. These markets are all highly competitive in terms of product

quality, innovation, the introduction of new technologies, response to new regulatory requirements, pricing, fuel

economy, reliability, safety, consumer service and financial or software services offered. Some of our

competitors are also better capitalized than we are and command larger market shares, which may enable them

to compete more effectively in these markets. In addition, we are exposed to the risk of new entrants in the

automotive market, which may have technological, marketing and other capabilities, or financial resources, that

are superior to ours and of other traditional automobile manufacturers and may disrupt the industry in a way that

is detrimental to us. In particular, we are exposed to risks from non-OEM startup technology companies that may

enter into alliances with our competitors and enable them to introduce disruptive solutions, as well as risks from

startup OEMs that have emerged in recent years as a result of the increased flow of capital toward potentially

disruptive OEMs. Increased competition in our key U.S. pickup truck market may be particularly harmful to us.

If our competitors are able to successfully integrate with one another or enter into significant partnerships with

non-OEM technology companies, or if new competitors emerge as a result of the increased flow of capital

toward potentially disruptive OEMs, and we are not able to adapt effectively to increased competition, our

competitors’ integration or the emergence of new significant competitors could have a material adverse effect on

our business, financial condition and results of operations.

Our business, financial condition and results of operations may also experience a material adverse impact from

the further expansion of Chinese OEMs into non-Chinese markets and the increased competition derived from

this expansion, given the lower costs of production for Chinese OEMs. Our business, financial condition and

results of operations could experience a material adverse impact from the continued import of lower-cost EVs

from China and we may be unable to effectively compete on price with such vehicles.

In the automotive business, sales to consumers and fleet customers are cyclical and subject to changes in the

general condition of the economy, the readiness of consumers and fleet customers to buy and their ability to

obtain financing, as well as the possible introduction of measures by governments to stimulate demand,

particularly related to new technologies (for example, technologies related to compliance with evolving

emissions regulations). Refer to the section “— Our business may be adversely affected by global financial

markets, general economic conditions, enforcement of government incentive programs, and geopolitical

volatility as well as other macro developments over which we have little or no control” for additional information.

The automotive industry is characterized by the constant renewal of product offerings through frequent launches

of new models and the incorporation of new technologies in those models. As a result, a failure to consistently

develop and incorporate new technological features or software functionality in our vehicles could have a

material adverse effect on our business, financial condition and results of operations. See “- Risks Related to Our

Business, Strategy and Operations - Our future performance depends on our ability to offer innovative, attractive

and relevant products.” for additional information

Intense competition, excess global manufacturing capacity and the proliferation of new products introduced in

key segments is expected to continue to put downward pressure on inflation-adjusted vehicle prices and

contribute to a challenging pricing environment in the automotive industry for the foreseeable future. In the event

that industry shipments decrease and overcapacity intensifies further, our competitors may attempt to make their

vehicles more attractive or less expensive to consumers by adding vehicle enhancements, providing subsidized

financing or leasing programs, or by reducing vehicle prices whether directly or by offering option package

discounts, price rebates or other sales incentives in certain markets. Manufacturers in countries that have lower

production costs may also choose to export lower-cost automobiles to more established markets. In addition,

our profitability depends in part on our ability to adjust pricing to reflect increasing technological costs (refer to

the section “—Our future performance depends on our ability to offer innovative, attractive and fuel efficient

products” for additional information). An increase in any of these risks could have a material adverse effect on

our business, financial condition and results of operations.

Vehicle retail sales depend heavily on affordable interest rates and availability of credit for vehicle financing and a

substantial increase in interest rates could adversely affect our business.

In response to the global inflationary surge that began in the first half of 2022, central banks in several markets

aggressively increased interest rates, which have been reflected in interest rates across credit markets,

including consumer credit. While central bank rates began to decrease in 2024, interest rates have remained

high and future trends in the cost of consumer credit remain unclear. More expensive vehicle financing may

make our vehicles less affordable to retail consumers or steer consumers to less expensive vehicles that would

be less profitable for us, adversely affecting our financial condition and results of operations. Additionally, if

consumer interest rates were to rise substantially or if financial service providers tighten lending standards or

restrict their lending to certain classes of credit, consumers may not desire or be able to obtain financing to

purchase or lease our vehicles. Although inflation is abating and central banks have been lowering interest

rates, elevated consumer credit rates may remain in place in the medium-term. As a result, if consumer interest

rates remain or increase further, or lending standards tighten, we may experience a material adverse effect on

our business, financial condition and results of operations.

We are subject to risks related to natural and industrial disasters, terrorist attacks, pandemics and climatic or

other catastrophic events.

Our production facilities and storage facilities for finished vehicles, as well as the production and storage

facilities of our key suppliers, are subject to risks related to natural disasters, climatic events, which have

become increasingly severe and frequent due to climate change, and environmental disasters and other events

beyond our control, such as power loss and uncertainties arising out of armed conflicts or terrorist attacks. We

are also subject to risks related to the impact of pandemics, such as government-imposed quarantines, travel

restrictions, “stay-at-home” orders and similar mandates for many individuals to substantially restrict daily

activities and for businesses to curtail or cease normal operations. Any catastrophic loss, significant damage or

significant government restriction applicable to any of our facilities would likely disrupt our operations, delay

production, and adversely affect our product development schedules, shipments and revenue.

In the last decade, seismic events affecting industrialized countries have demonstrated the risk of potential

property damage and business interruption that we are exposed to as a result of our global manufacturing

footprint. We are also exposed to industrial flood risk, with a number of our production sites identified by our

industrial flood risk assessment as potentially exposed to flood risk. Conversely, our production may be

negatively impacted by a lack of water supply in water-stressed areas. The occurrence of a major incident at a

single manufacturing site could compromise the production and sale of several hundred thousand vehicles. In

addition, any such catastrophic loss or significant damage could result in significant expense to repair or

replace the facility and could significantly curtail our research and development efforts in the affected area,

which could have a material adverse consequence on our business, financial condition and results of

operations. Our suppliers are similarly exposed to a potential catastrophic loss or significant damage to their

facilities, and any such loss or significant damage to a key supplier’s manufacturing facilities could disrupt our

operations, delay production, and adversely affect our product development schedules, shipments and revenue.

Measures taken to protect against climate change, and limit the impact of catastrophic climate events, such as

implementing an energy management plan, which sets out steps to reuse lost heat from industrial processes,

making plants more compact and reducing logistics-related CO2 emissions, as well as using renewable energy,

may also lead to increased capital expenditures.

The extent to which any future pandemic may impact our results is inherently uncertain and unpredictable, but

will be significantly influenced by the scale, duration, severity and geographic reach of the pandemic, the length

and severity of any restrictions on business and individuals, the impact of any related temporary or permanent

behavioral change, including with respect to remote work, and the impact of any governmental actions taken to

mitigate the pandemic’s impact.

We are subject to risks associated with exchange rate fluctuations, interest rate changes and credit risk.

We operate in numerous markets worldwide and are exposed to risks stemming from fluctuations in currency

and interest rates. The exposure to currency risk is mainly linked to differences in the geographic distribution of

our manufacturing and commercial activities, resulting in cash flows from sales being denominated in currencies

different from those of purchases or production activities.

Additionally, a significant portion of our operating cash flow is generated in U.S. Dollars and, although a portion

of our debt is denominated in U.S. Dollars, the majority of our indebtedness is denominated in Euro.

We use various forms of financing to cover funding requirements for our activities. Moreover, liquidity for

industrial activities is principally invested in variable and fixed rate or short-term financial instruments. Our

financial services businesses normally operate a matching policy to offset the impact of differences in rates of

interest on the financed portfolio and related liabilities. Nevertheless, changes in interest rates can affect our net

revenues, finance costs and margins.

In addition, although we manage risks associated with fluctuations in currency and interest rates through

financial hedging instruments, fluctuations in currency or interest rates could have a material adverse effect on

our business, financial condition and results of operations.

Our financial services activities are also subject to the risk of insolvency of dealers and retail consumers and this

risk is expected to increase with the establishment of our U.S. captive financial service company. Despite our

efforts to mitigate such risks through the credit approval policies applied to dealers and retail consumers, we

may not be able to successfully mitigate such risks.

Risks Related to the Legal and Regulatory Environment in which We Operate

Current and more stringent future or incremental laws, regulations and governmental policies, including those

regarding increased fuel efficiency requirements and reduced greenhouse gas and tailpipe emissions, have a

significant effect on how we do business and may result in additional liabilities and negatively affect our

operations and results.

As we seek to comply with government regulations, particularly those related to vehicle safety, fuel efficiency,

and greenhouse gas and tailpipe emissions standards, we must devote significant financial and management

resources, as well as vehicle engineering and design attention, to these legal requirements. For example, we

have made significant investments, including through joint ventures, to secure the supply of batteries that are a

critical requirement to support our fuel efficiency and greenhouse gas compliance plans. In addition,

government regulations are not harmonized across jurisdictions and the regulations and their interpretations may

be subject to change on short notice.

A failure to comply with applicable emissions standards may lead to significant fines, vehicle recalls, the

suspension of sales and third-party claims and may adversely affect our reputation. We are particularly exposed

to this risk in markets where regulations on fuel consumption and emissions are very stringent, particularly in

Europe. In addition, the harmful effects of atmospheric pollutants and greenhouse gases, on ecosystems and

human health have become an area of major public concern and media attention. As a result, we may suffer

significant adverse reputational consequences, in addition to penalties, in the event of non-compliance with

applicable regulations.

The number and scope of regulatory requirements, along with the costs associated with compliance, are

expected to increase significantly in the future, particularly with respect to vehicle emissions. These costs could

be difficult to pass through to consumers, particularly if consumers are not prepared to pay more for lower-

emission vehicles. For a further discussion of the regulations applicable to us, refer to “STELLANTIS OVERVIEW

—Environmental and Other Regulatory Matters” included elsewhere in this report for additional information. The

increased cost of producing lower-emitting vehicles may lead to lower margins and/or lower volumes of vehicles

sold. Given the significant portion of our sales in Europe, our vehicles are particularly exposed to regulatory

changes, which may have a serious impact on the number of cars we sell in this region and therefore on our

profitability.

Greenhouse gas emissions standards also apply to our production facilities in several jurisdictions in which we

operate, which may require investments to upgrade facilities and increase operating costs. In addition, a failure

to decrease the energy consumption of plants may lead to penalties, each of which may adversely affect our

profitability.

Our production facilities are also subject to a broad range of additional requirements governing environmental,

health and safety matters, including those relating to registration, use, storage and disposal of hazardous

materials and discharges to water and air (including emissions of sulfur oxide, nitrogen oxide, volatile organic

compounds and other pollutants). A failure to comply with such requirements, or additional requirements

imposed in the future, may result in substantial penalties, claims and liabilities which could have a material

adverse effect on our business, financial condition and results of operations. We may also incur substantial

cleanup costs and third-party claims as a result of environmental impacts that may be associated with our

current or former properties or operations.

Furthermore, some of our competitors may be capable of responding more swiftly to increased regulatory

requirements, or may bear lower compliance costs, thereby strengthening their competitive position compared

to ours. Refer to the section “The automotive industry is highly competitive and cyclical, and we may suffer from

those factors more than some of our competitors” for additional information.

Most of our suppliers face similar environmental requirements and constraints. A failure by our suppliers to meet

applicable environmental laws or regulations may lead to a disruption of our supply chain or an increase in the

cost of raw materials, parts, components and systems used in production and could have a material adverse

effect on our business, financial condition and results of operations.

We remain subject to ongoing diesel emissions investigations by several governmental agencies and to a number

of related private lawsuits, which may lead to further claims, lawsuits and enforcement actions, and result in

additional penalties, settlements or damage awards and may also adversely affect our reputation with consumers.

We are subject to a number of European governmental inquiries relating to diesel emissions, as well as related

private lawsuits. For more information regarding these governmental inquiries and private lawsuits, refer to

“Legal Proceedings” included elsewhere in this report for additional information. The results of these unresolved

governmental inquiries and private lawsuits cannot be predicted at this time and these inquiries and litigation

may lead to further enforcement actions, penalties or damage awards, any of which may have a material

adverse effect on our business, financial condition and results of operations. It is also possible that these matters

and their ultimate resolution may adversely affect our reputation with consumers, which may negatively impact

demand for our vehicles and consequently could have a material adverse effect on our business, financial

condition and results of operations.

Our business operations and reputation may be impacted by various types of claims, lawsuits, and other

contingencies.

We are involved in various disputes, claims, lawsuits, investigations and other legal proceedings relating to

several matters, including product liability, warranty, vehicle safety, emissions and fuel economy, product

performance, asbestos, personal injury, dealers, suppliers and other contractual relationships, alleged violations

of law, environment, securities, labor, antitrust, intellectual property, tax and other matters. We estimate such

potential claims and contingent liabilities and, where appropriate, record provisions to address these contingent

liabilities. The ultimate outcome of the legal proceedings pending against us is uncertain, and such proceedings

could have a material adverse effect on our financial condition or results of operations. Furthermore, additional

facts may come to light or we could, in the future, be subject to judgments or enter into settlements of lawsuits

and claims that could have a material adverse effect on our business, financial condition and results of

operations. While we maintain insurance coverage with respect to certain claims, not all claims or potential

losses can be covered by insurance, and even if claims could be covered by insurance, we may not be able to

obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide

adequate coverage against any such claims. Further, publicity regarding such investigations and lawsuits,

whether or not they have merit, may adversely affect our reputation and the perception of our vehicles with retail

customers, which may adversely affect demand for our vehicles, and have a material adverse effect on our

business, financial condition and results of operations.

For example, litigation initiated by GM against FCA US, FCA N.V., now Stellantis N.V., and certain individuals, is

on-going, claiming violations of the RICO Act, unfair competition and civil conspiracy in connection with

allegations that FCA US made payments to UAW officials that corrupted the bargaining process with the UAW

and as a result FCA US enjoyed unfair labor costs and operational advantages that caused harm to GM. GM

also claimed that FCA US had made concessions to the UAW in collective bargaining, that the UAW was then

able to extract from GM through pattern bargaining, which increased costs to GM. For more information

regarding this litigation, refer to “Legal Proceedings” elsewhere in this report for additional information.

In addition, we and other Brazilian taxpayers have significant disputes with the Brazilian tax authorities including

recent disputes challenging the methodology utilized to calculate domestic tax incentives and the ability to

optimize the realization of accumulated tax credits. We believe that it is more likely than not that there will be no

significant impact from these disputes. However, given the current economic conditions and uncertainty in

Brazil, new tax laws or more significant changes such as tax reform may be introduced and enacted. Changes

to the application of existing tax laws may also occur or the realization of accumulated tax benefits may be

limited, delayed or denied. Any of these events could have a material adverse effect on our business, financial

condition and results of operations.

For additional risks regarding certain proceedings, refer to the section “We remain subject to ongoing diesel

emissions investigations by several governmental agencies and to a number of related private lawsuits, which

may lead to further claims, lawsuits and enforcement actions, and result in additional penalties, settlements or

damage awards and may also adversely affect our reputation with consumers” for additional information.

We face risks related to quality and vehicle safety issues, which could lead to product recalls and warranty

obligations that may result in direct costs, and any resulting loss of vehicle sales could have material adverse

effects on our business.

Our performance is, in part, dependent on complying with quality and safety standards, meeting customer

expectations and maintaining our reputation for designing, building and selling safe, high-quality vehicles. Given

the global nature of our business, these standards and expectations may vary according to the markets in which

we operate. For example, vehicle safety standards imposed by regulations are increasingly stringent. In

addition, consumers’ focus on vehicle safety may increase further with the advent of autonomous and connected

cars. If we fail to meet or adhere to required vehicle safety standards, we may face penalties, become subject to

other claims or liabilities or be required to recall vehicles.

We are also obligated under the terms of our warranty agreements to make repairs or replace parts in our

vehicles at our expense for a specified period of time. These factors, including any failure rate that exceeds our

assumptions, could have a material adverse effect on our business, financial condition and results of operations.

For example, during the second half of 2025, we recognized a €5.3 billion expense due to a change in estimate

for contractual warranty provisions, resulting from the reassessment of the estimation process, taking into

account recent increases in cost inflation and a deterioration in quality, as a result of operational choices that did

not deliver the expected quality performance.

In 2025, we decided to recall approximately 13.4 million vehicles. Recall costs substantially depend on the

nature of the remedy and the number of vehicles affected and may arise many years after a vehicle’s sale.

Product recalls may also harm our reputation, force us to halt the sale of certain vehicles and cause consumers

to question the safety or reliability of our products. Given the intense regulatory activity across the automotive

industry, ongoing compliance costs are expected to remain high. Any costs incurred, or lost vehicle sales,

resulting from product recalls could materially adversely affect our financial condition and results of operations.

Moreover, if we face consumer complaints, or receive information from vehicle rating services that calls into

question the safety or reliability of one of our vehicles and we do not issue a recall, or if we do not do so on a

timely basis, our reputation may also be harmed and we may lose future vehicle sales.

We are subject to laws and regulations relating to corruption and bribery, as well as stakeholder expectations

relating to human rights in the supply chain and a failure to meet these legislative and stakeholder standards

could lead to enforcement actions, penalties or damage awards and may also adversely affect our reputation with

consumers.

We are subject to laws and regulations relating to corruption and bribery, including those of the U.S., the United

Kingdom and France, which have an international reach and which cover the entirety of our value chain in all

countries in which we operate. We also have significant interactions with governments and governmental

agencies in the areas of sales, licensing, permits, regulatory, compliance, environmental matters and fleet sales

among others. A failure to comply with laws and regulations relating to corruption and bribery may lead to

significant penalties and enforcement actions, adversely affect our reputation and relationships with

governments and financial counterparties, and could also have a long-term impact on our presence in one, or

more, of the markets in which such compliance failures have occurred.

In addition, our customers may have expectations relating to the production conditions and origin of the

products they purchase. Therefore, it is important for us to seek transparency across the entire supply chain,

which may result in additional costs being incurred. A failure by us, or any of our suppliers or subcontractors, to

comply with employment or other production standards and expectations may result in adverse consequences

to our reputation, disruptions to our supply chain and increased costs as a result of remedial measures needing

to be undertaken to meet stakeholder expectations, which could have a material adverse effect on our business,

financial condition and results of operations.

We may not be able to adequately protect our intellectual property rights, which may harm our business.

Our success depends, in part, on our ability to protect our intellectual property rights. If we fail to protect our

intellectual property rights, others may be able to compete against us using intellectual property that is the same

as or similar to our own. In addition, there can be no guarantee that our intellectual property rights will be

sufficient to provide us with a competitive advantage against others who offer similar products. Despite our

efforts, we may be unable to prevent third parties from infringing our intellectual property rights and using our

technology for their competitive advantage. Any such infringement could have a material adverse effect on our

business, financial condition and results of operations.

The laws of some countries in which we operate do not offer the same protection of intellectual property rights as

do the laws of the U.S. or Europe. In addition, effective intellectual property enforcement may be unavailable or

limited in certain countries, making it difficult to protect our intellectual property from misuse or infringement

there. An inability to protect our intellectual property rights could have a material adverse effect on our business,

financial condition and results of operations.

It may be difficult to enforce U.S. judgments against our Directors, Senior Management and independent auditors.

Most of our Directors and Senior Management, and our independent auditors, are resident outside the U.S., and

all or a substantial portion of their respective assets may be located outside the U.S. As a result, it may be

difficult for U.S. investors to establish jurisdiction over these persons. It may also be difficult for U.S. investors to

enforce judgments within the U.S. that are predicated upon the civil liability provisions of the securities laws of

the U.S. or any state thereof. In addition, there is uncertainty as to whether courts outside the U.S. would

recognize or enforce these judgments against our Directors and Senior Management or our independent

auditors.

As an employer with a large workforce, we face risks related to the health and safety of our employees, as well as

reputational risk related to diversity and inclusion.

We employ a significant number of people who are exposed to health and safety risks as a result of their

employment. Working conditions can cause stress or discomfort that can impact employees’ health and may

result in adverse consequences for our productivity. In addition, as an automotive manufacturer, a significant

number of our employees are shift workers in production facilities, involving physical demands which may lead

to occupational injury or illness. The use or presence of certain chemicals in production processes may

adversely affect the health of our employees or create a safety risk. As a result, we could be exposed to liability

from claims brought by current or former employees and our reputation, productivity, business, financial

condition and results of operations may be affected.

In addition, while our practices relating to diversity and inclusion in the workplace are intended to be compliant

with applicable law, they may lead to heightened scrutiny from stakeholders who support or oppose these

practices, which could impact our reputation and result in an adverse effect on our business, financial condition

and results of operations.

Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002

could have an adverse effect on our business and the value of our common shares.

Effective internal controls, enable us to provide reliable and accurate financial statements and to effectively

prevent fraud. While we have devoted, and will need to continue to devote, significant management attention

and resources to complying with the internal control over financial reporting requirements of the Sarbanes-Oxley

Act of 2002, as amended, there is no assurance that material weaknesses or significant deficiencies will not

occur or that we will be successful in adequately remediating any such material weaknesses and significant

deficiencies. Furthermore, as our business evolves, our internal controls may become more complex, and may

require significantly more resources to ensure internal controls remain effective.

Risks Related to Our Liquidity and Existing Indebtedness

Limitations on our liquidity and access to funding, as well as our significant outstanding indebtedness, may restrict

our financial and operating flexibility and our ability to execute our business strategies, obtain additional funding

on competitive terms and improve our financial condition and results of operations.

Our performance depends on, among other things, available liquidity, our ability to finance debt repayment

obligations and planned investments from operating cash flow, the renewal or refinancing of existing bank loans

and/or facilities and access to capital markets or other sources of financing. Our indebtedness may have

important consequences on our operations and financial results, including:

•we may not be able to secure additional funds for working capital, capital expenditures, debt service

requirements or general corporate purposes;

•we may need to use a significant portion of our future cash flow from operations to pay principal and interest

on our indebtedness, which may reduce the amount of funds available to us for other purposes, including

product development; and

•we may not be able to adjust to rapidly changing market conditions, which may make us more vulnerable to a

downturn in general economic conditions or our business.

In addition, while our credit ratings are currently investment grade, our credit ratings were downgraded in 2025

and early 2026. Any further deterioration of these credit ratings would cause us to fall below investment grade

and may significantly affect the cost and availability of our funding. We could, therefore, find ourselves in the

position of having to seek additional financing or having to refinance existing debt, including in unfavorable

market conditions, with limited availability of funding and a general increase in funding costs.

Any limitations on our liquidity, due to a decrease in vehicle shipments, the amount of, or restrictions in, our

existing indebtedness, conditions in the credit markets, our perceived creditworthiness, general economic

conditions or otherwise, may adversely impact our ability to execute our business strategies and impair our

financial condition and results of operations. In addition, any actual or perceived limitations on our liquidity may

limit the ability or willingness of counterparties, including dealers, consumers, suppliers, lenders and financial

service providers, to do business with us, which could have a material adverse effect on our business, financial

condition and results of operations.

We may be exposed to shortfalls in our pension plans which may increase our pension expenses and required

contributions and, as a result, could constrain liquidity and materially adversely affect our financial condition and

results of operations.

Some of our defined benefit pension plans are currently underfunded. For example, as of December 31, 2025,

our defined benefit pension plans were underfunded by approximately €2.2 billion and may be subject to

significant minimum contributions in future years. Our pension funding obligations may increase significantly if

the investment performance of plan assets does not keep pace with benefit payment obligations. Mandatory

funding obligations may increase because of lower than anticipated returns on plan assets, whether as a result

of overall weak market performance or particular investment decisions, changes in the level of interest rates

used to determine required funding levels, changes in the level of benefits provided for by the plans, or any

changes in applicable law related to funding requirements. Our defined benefit plans currently hold significant

investments in equity and fixed income securities, as well as investments in less liquid instruments such as

private equity, real estate and certain hedge funds. Due to the complexity and magnitude of certain investments,

additional risks may exist, including the effects of significant changes in investment policy, insufficient market

capacity to complete a particular investment strategy and an inherent divergence in objectives between the

ability to manage risk in the short term and the ability to quickly re-balance illiquid and long-term investments.

To determine the appropriate level of funding and contributions to our defined benefit plans, as well as the

investment strategy for the plans, we are required to make various assumptions, including an expected rate of

return on plan assets and a discount rate used to measure the obligations under defined benefit pension plans.

Interest rate increases generally will result in a decline in the value of investments in fixed income securities and

the present value of our pension obligations. Conversely, interest rate decreases will generally increase the

value of investments in fixed income securities and the present value of the obligations. Refer to Note 2, Basis of

preparation-Significant accounting policies—Employee benefits within the Consolidated Financial Statements

included elsewhere in this report for more information regarding how the net obligations for our pensions, also

known as “defined benefit plans”, are determined.

Any reduction in the discount rate or the value of plan assets, or any increase in the present value of our pension

obligations, may increase our pension expenses and required contributions and, as a result, could constrain our

liquidity and materially adversely affect our financial condition and results of operations. If we fail to make

required minimum funding contributions to our U.S. pension plans, we could be subject to reportable event

disclosure to the U.S. Pension Benefit Guaranty Corporation, as well as interest and excise taxes calculated

based upon the amount of any funding deficiency.

Risks Related to the Ownership of Our Shares

Our loyalty voting structure may concentrate voting power in a small number of our shareholders and such

concentration may increase over time.

Shareholders who hold our common shares for an uninterrupted period of at least three years may elect to

receive one special voting share in addition to each common share held, provided that such shares have been

registered in the Loyalty Register upon application by the relevant holder. If our shareholders holding a

significant number of common shares for an uninterrupted period of at least three years elect to receive special

voting shares, a relatively large proportion of voting power could be concentrated in a relatively small number of

shareholders who would have significant influence over Stellantis. As a result, the ability of other shareholders to

influence decisions would be reduced.

The loyalty voting structure may affect the liquidity of our common shares and reduce our share price.

Our loyalty voting structure is intended to reward our shareholders for maintaining long-term share ownership by

granting persons holding shares continuously for at least three years the option to elect to receive special voting

shares. Special voting shares cannot be traded and, immediately prior to the transfer of our common shares

from the Loyalty Register, any corresponding special voting shares will be transferred to us for no consideration

(om niet). This loyalty voting structure is designed to encourage a stable shareholder base and, conversely, it

may deter trading by those shareholders who are interested in gaining or retaining special voting shares.

Therefore, the loyalty voting structure may reduce liquidity in our common shares and adversely affect their

trading price.

The loyalty voting structure may prevent or frustrate attempts by our shareholders to change our management

and hinder efforts to acquire a controlling interest in us, and the market price of our common shares may be lower

as a result.

Our loyalty voting structure may make it more difficult for a third party to acquire, and may deter an attempt to

acquire, control of us, even if a change of control were considered favorably by shareholders holding a majority

of our common shares. As a result of this structure, a relatively large proportion of voting power could be

concentrated in a relatively small number of shareholders, which may make it more difficult for third parties to

acquire control of us by purchasing shares that do not benefit from the additional voting power of the special

voting shares. The possibility or expectation of a change of control transaction typically leads to higher trading

prices and conversely, if that possibility is low, trading prices may be lower. This structure may also prevent or

discourage shareholders’ initiatives aimed at changing our management.

Risks Related to Taxation

The French tax authorities may revoke or disregard in whole or in part the rulings confirming the neutral tax

treatment of the merger for former PSA and the transfer of tax losses carried forward by the legacy PSA French

tax consolidated group.

The French tax authorities have confirmed that the merger will fulfill the conditions to benefit from the favorable

corporate income tax regime set forth in Article 210 A of the French Tax Code (which mainly provides for a

deferral of taxation of the capital gains realized by PSA as a result of the transfer of all its assets and liabilities

pursuant to the merger).

In addition, as required by law, a tax ruling was issued on February 18, 2022 by the French tax authorities

confirming the transfer of the French tax losses carried forward of the former PSA French tax consolidated group

to our French permanent establishment and the carry-forward of such French tax losses transferred to our

French permanent establishment against future profits of our French permanent establishment and certain

companies of the former PSA French tax consolidated group pursuant to Articles 223 I-6 and 1649 nonies of the

French Tax Code.

Such tax regimes and tax rulings are subject to certain conditions being met and are based on certain

declarations, representations and undertakings given by us to the French tax authorities. If the French tax

authorities consider that the relevant declarations, representations, conditions or undertakings were not correct

or are not complied with, they could revoke or disregard the rulings that have been granted in respect of the

merger.

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A decision by the French tax authorities to revoke or disregard the tax rulings in the future would likely result in

significant adverse tax consequences to us that could have a significant effect on our results of operations or

financial position. If the requested tax rulings are revoked or disregarded, the main adverse tax consequences

for us would be that (i) all unrealized capital gains at the level of former PSA at the time of the merger would be

taxed; and (ii) the tax losses carried forward at the level of former PSA would not have been validly transferred to

our French permanent establishment or would be forfeited.

We operate so as to be treated exclusively as a resident of the Netherlands for tax purposes, but the tax

authorities of other jurisdictions may treat us as also being a resident of another jurisdiction for tax purposes.

Since we are incorporated under Dutch law, we are considered to be resident in the Netherlands for Dutch

corporate income tax and Dutch dividend withholding tax purposes. In addition, with effect from January 17,

2021 and taking into account the sanitary restrictions and limitations that applied under the COVID-19 crisis, we

have operated so as to maintain our management and organizational structure in such a manner that we (i)

should be regarded to have our residence for tax purposes (including, for the avoidance of doubt, withholding

tax and tax treaty eligibility purposes) exclusively in the Netherlands, (ii) should not be regarded as a tax

resident of any other jurisdiction (and in particular of France or Italy) either for domestic law purposes or for the

purposes of any applicable tax treaty (notably any applicable tax treaty with the Netherlands) and (iii) should be

deemed resident only in the Netherlands, including for the purposes of the France-Netherlands and Italy-

Netherlands tax treaties. We also hold permanent establishments in France and Italy.

However, the determination of our tax residency primarily depends upon our place of effective management,

which is a question of fact based on all circumstances. Because the determination of our residency is highly fact

sensitive, no assurance can be given regarding the final determination of our tax residency.

If we were concurrently resident in the Netherlands and another jurisdiction (applying the tax residency rules of

that jurisdiction), we may be treated as being tax resident in both jurisdictions, unless such other jurisdiction has

a double tax treaty with the Netherlands that includes either (i) a tie-breaker provision which allocates exclusive

residence to one jurisdiction only or (ii) a rule providing that the residency needs to be determined based on a

mutual agreement procedure and the jurisdictions involved agree (or, as the case may be, are compelled to

agree through arbitration) that we are resident in one jurisdiction exclusively for treaty purposes. In the latter

case, if no agreement is reached in respect of the determination of the residency, the treaty may not apply and

we could be treated as being tax resident in both jurisdictions.

A failure to achieve or maintain exclusive tax residency in the Netherlands could result in significant adverse tax

consequences to us, our subsidiaries and our shareholders and could result in tax consequences for our

shareholders that differ from those described in the section entitled “Additional information for U.S listing

purposes - Taxation”. The impact of this risk would differ based on the views taken by each relevant tax authority

and, in respect of the taxation of shareholders and holders of special voting shares, on the specific situation of

each shareholder or each holder of special voting shares.

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We may not qualify for benefits under the tax treaties entered into between the Netherlands and other countries.

With effect from January 17, 2021, and taking into account the sanitary restrictions and limitations that applied

under the COVID-19 crisis, we operate in a manner such that we should be eligible for benefits under the tax

treaties entered into between the Netherlands and other countries, notably France, Italy and the U.S. However,

our ability to qualify for such benefits depends upon (i) being treated as a Dutch tax resident for purposes of the

relevant tax treaty, (ii) the fulfillment of the requirements contained in each applicable treaty as modified by the

Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting

(including, but not limited to, any principal purpose test clause) and applicable domestic laws, (iii) the facts and

circumstances surrounding our operations and management and (iv) the interpretation of the relevant tax

authorities and courts.

Our failure to qualify for benefits under the tax treaties entered into between the Netherlands and other countries

could result in significant adverse tax consequences to us, our subsidiaries and our shareholders and could

result in tax consequences for our shareholders that differ from those described in the section entitled

“Additional information for U.S listing purposes - Taxation”.

The tax consequences of the loyalty voting structure are uncertain.

No statutory, judicial or administrative authority directly discusses how the receipt, ownership, or disposition of

special voting shares should be treated for French, Italian, UK, or U.S. tax purposes, and as a result, the tax

consequences in those jurisdictions are uncertain.

In addition, the fair market value of the special voting shares, which may be relevant to the tax consequences, is

a factual determination and is not governed by any guidance that directly addresses such a situation. Because,

among other things, the special voting shares are not transferable and a shareholder will receive amounts in

respect of the special voting shares only if we are liquidated, we believe and intend to take the position that the

value of each special voting share is minimal. However, the relevant tax authorities could assert that the value of

the special voting shares as determined by us is incorrect, which could result in significant adverse tax

consequences to shareholders holding special voting shares.

The tax treatment of the loyalty voting structure is unclear and shareholders are urged to consult their tax

advisors in respect of the consequences of acquiring, owning and disposing of special voting shares. Refer to

“Additional information for U.S. listing purposes - Taxation” included elsewhere in this report for additional

information.

There may be potential Passive Foreign Investment Company tax considerations for U.S. Shareholders.

We would be a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes with

respect to a U.S. shareholder (as defined in “Taxation—Material U.S. Federal Income Tax Consequences”) if for

any taxable year in which such U.S. shareholder held our common shares, after the application of applicable

“look-through rules” (i) 75 percent or more of our gross income for the taxable year consists of “passive

income” (including dividends, interest, gains from the sale or exchange of investment property and rents and

royalties other than rents and royalties which are received from unrelated parties in connection with the active

conduct of a trade or business, as defined in applicable Treasury Regulations), or (ii) at least 50 percent of our

assets for the taxable year (averaged over the year and determined based upon value) produce or are held for

the production of “passive income”.

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U.S. persons who own shares of a PFIC are subject to a disadvantageous U.S. federal income tax regime with

respect to the income derived by the PFIC, the dividends they receive from the PFIC, and the gain, if any, they

derive from the sale or other disposition of their shares in the PFIC.

In particular, if we were treated as a PFIC for U.S. federal income tax purposes for any taxable year during which

a U.S. shareholder owned our common shares, then any gain realized by the U.S. shareholder on the sale or

other disposition of our common shares would in general not be treated as capital gain. Instead, a U.S.

shareholder would be treated as if it had realized such gain ratably over its holding period for our common

shares. Amounts allocated to the year of disposition and to years before we became a PFIC would be taxed as

ordinary income and amounts allocated to each other taxable year would be taxed at the highest tax rate

applicable to individuals or corporations, as appropriate, in effect for each such year to which the gain was

allocated, together with an interest charge in respect of the tax attributable to each such year. Similar treatment

may apply to certain “excess distributions” as defined in the Code.

While we believe our common shares are not stock of a PFIC for U.S. federal income tax purposes, this

conclusion is a factual determination made annually and thus may be subject to change. Moreover, we may

become a PFIC in future taxable years if there were to be changes in our assets, income or operations. In

addition, because the determination of whether a foreign corporation is a PFIC is primarily factual and because

there is little administrative or judicial authority on which to rely to make a determination, the IRS may take the

position that we are a PFIC. Refer to “Additional information for U.S. listing purposes - Taxation” included

elsewhere in this report for additional information.

The IRS may not agree with the determination that we should not be treated as a domestic corporation for U.S.

federal income tax purposes, and adverse tax consequences could result to us and our shareholders if the IRS

were to successfully challenge such determination.

Section 7874 of the Code provides that, under certain circumstances, a non-U.S. corporation will be treated as a

U.S. “domestic” corporation for U.S. federal income tax purposes. In particular, certain mergers of foreign

corporations with U.S. subsidiaries can, in certain circumstances, implicate these rules. We do not believe we

should be treated as a U.S. “domestic” corporation for U.S. federal income tax purposes. However, the relevant

law is not entirely clear, is subject to detailed but relatively new regulations (the application of which is uncertain

in various respects, and whose interaction with general principles of U.S. tax law remains untested) and is

subject to various other uncertainties. Therefore, the IRS could assert that we should be treated as a U.S.

corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Code Section

7874. In addition, changes to Section 7874 of the Code or the U.S. Treasury Regulations promulgated

thereunder, or interpretations thereof, could affect our status as a foreign corporation. Such changes could

potentially have retroactive effect.

If the IRS successfully challenged our status as a foreign corporation, significant adverse tax consequences

would result for us and for certain of our shareholders. For example, if we were treated as a domestic

corporation in the U.S., we would be subject to U.S. federal income tax on our worldwide income as if we were a

U.S. domestic corporation, and dividends we pay to non-U.S. shareholders would generally be subject to U.S.

federal withholding tax, among other adverse tax consequences. If we were treated as a U.S. domestic

corporation, such treatment could materially increase our U.S. federal income tax liability.

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The closing of the merger was not conditioned on our not being treated as a domestic corporation for U.S.

federal income tax purposes or upon a receipt of an opinion of counsel to that effect. In addition, neither former

FCA nor former PSA requested a ruling from the IRS regarding the U.S. federal income tax consequences of the

merger. Accordingly, while we do not believe we will be treated as a domestic corporation, no assurance can be

given that the IRS will agree, or that if it challenges such treatment, it will not succeed.

If we fail to maintain a permanent establishment in France, we could experience adverse tax consequences.

We maintain a permanent establishment in France to which the assets and liabilities of former PSA were

allocated upon the merger for French tax purposes. However, no assurance can be given regarding the

existence of a permanent establishment in France and the allocation of each asset and liability to such

permanent establishment because such determination is highly fact sensitive and may vary in case of future

changes in our management and organizational structure.

If we were to fail to maintain a permanent establishment in France, the available French tax losses carried

forward, which may be utilized to offset against 50 percent of French taxable income each year, would be

forfeited. This risk will decline as available tax losses are utilized and will extinguish once all French tax losses

have been used.

We and our subsidiaries are subject to tax laws and treaties of numerous jurisdictions. Future changes to such

laws or treaties could adversely affect us and our subsidiaries and our shareholders and holders of special voting

shares. In addition, the interpretation of these laws and treaties is subject to challenge by the relevant

governmental authorities.

We and our subsidiaries are subject to tax laws, regulations and treaties in the Netherlands, France, Italy, the

U.S. and the numerous other jurisdictions in which we and our affiliates operate. These laws, regulations and

treaties could change on a prospective or retroactive basis, and any such change could adversely affect us and

our subsidiaries and our shareholders and holders of special voting shares.

Furthermore, these laws, regulations and treaties are inherently complex and we and our subsidiaries will be

obligated to make judgments and interpretations about the application of these laws, regulations and treaties to

us and our subsidiaries and our operations and businesses. The interpretation and application of these laws,

regulations and treaties could differ from that of the relevant governmental authority, which could result in

administrative or judicial procedures, actions or sanctions, which could be material.

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Corporate Governance

Introduction

Stellantis N.V. is a public company with limited liability, incorporated and organized under the laws of the

Netherlands. The Company qualifies as a foreign private issuer under the NYSE listing standards and its

common shares are listed on the NYSE and on the regulated markets of Euronext Paris and Euronext Milan.

In accordance with the NYSE listing rules, the Company is permitted to follow home country practice with regard

to certain corporate governance standards. The Company has adopted, except as discussed below, the best

practice provisions of the updated 2025 Dutch corporate governance code of the Dutch Corporate Governance

Code Monitoring Committee, which entered into force on January 1, 2025 (the “Dutch Corporate Governance

Code”). The Dutch Corporate Governance Code contains principles and best practice provisions that regulate

relations inter alia between the board of directors of a company and its committees and its relationship with the

annual general meeting (“AGM”).

In this report, the Company addresses its overall corporate governance structure. The Company discloses, and

intends to disclose, any material departure from the best practice provisions of the Dutch Corporate Governance

Code in its current and future annual reports.

Corporate Offices and Home Member State

The Company is incorporated under the laws of the Netherlands. It has its corporate seat (statutaire zetel) in

Amsterdam, the Netherlands, and the place of effective management of the Company is in the Netherlands.

The business address of the Company’s corporate seat is Taurusavenue 1, 2132LS Hoofddorp, the Netherlands.

The Company is registered at the Dutch trade register under number 60372958.

The Netherlands is Stellantis’ home member state for the purposes of the EU Transparency Directive (Directive

2004/109/EC, as amended).

Pursuant to Article 3 of the Company’s articles of association (the “Articles of Association”), the objects for which

the Company is established are to carry on, either directly or through 100 percent or partially-owned companies

and entities, activities relating in whole or in any part to passenger and commercial vehicles, transport,

mechanical engineering, energy, engines, capital machinery and equipment and related goods and propulsion,

as well as any other manufacturing, commercial, financial or service activity.

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Board of Directors

Stellantis has a single-tier board of directors. Pursuant to the Articles of Association, the Board of Directors

consists of three or more directors (the “Directors”). On January 4, 2021, eleven Directors were elected,

including Mr. Carlos Tavares who resigned from his position of Chief Executive Officer and member of the Board

of Directors on December 1, 2024. As of the date of this report, the Board of Directors is composed of eleven

Directors including: three Directors (the Chairman as an Executive Director, the Senior Independent Director and

the Vice Chairman as non-executive directors) who were elected on January 4, 2021; one additional Executive

Director, who was appointed to the Board of Directors by the 2025 Extraordinary General Meeting held on July,

18, 2025, the date on which the Board of Directors also granted him the title of Chief Executive Officer; and

seven non-executive directors who were appointed by the 2025 Annual General Meeting held on April 15, 2025.

In accordance with the resolutions adopted by the General Meeting of Shareholders at the time of each

appointment, the appointment of the three Directors elected on January 4, 2021 became effective as of January

17, 2021 (the "Governance Effective Date"), the date on which the governance of Stellantis came into force.

Following the entry into force of the governance, the initial term of office of each of them is five years and

therefore the terms of office of the Chairman, the Senior Independent Director and the Vice Chairman will expire

immediately after the close of the Annual General Meeting of Shareholders to be held in 2026 (the first annual

general meeting held five years after the entry into force of the governance), while the term of office of the Chief

Executive Officer appointed as Executive Director on July 18, 2025 will end immediately after the close of the

Annual General Meeting of Shareholders to be held in 2027. Also the term of office of each of the seven non-

executive Directors appointed by the 2025 Annual General Meeting held on April 15, 2025 (Ms. Cicconi, Mr.

Dufourcq, Ms. Godbehere, Ms. Parzani, Mr. Ramot, Mr. Ribadeau-Dumas and Ms. Davey Schroeder) will expire

immediately after the close of the Annual General Meeting of Shareholders to be held in 2027.

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Under the Articles of Association, after the initial term, the term of office of Directors is for a period of two years,

provided that unless a Director has resigned at an earlier date the term of office will lapse immediately after the

close of the first AGM held after two years have lapsed following the appointment. Each Director may be re-

appointed for an unlimited number of terms at any subsequent AGM.

The Board of Directors as a whole is responsible for oversight of the strategy and management of the Company

with particular focus on the development and supervision of the strategy for sustainable long-term value

creation. In our strategic plan we elaborate on our long-term value creation plans and objectives. According to

Dutch Law and article 20.2 of the Stellantis’ Articles of Association, the chairperson of the Board of Directors

shall be independent and have the title of Senior Independent Director. The Board of Directors is currently

composed of two executive Directors (i.e. the Chairman and the Chief Executive Officer) and nine non-executive

Directors. The Chief Executive Officer has day-to-day responsibility for the management of the Company.

Pursuant to Article 22 of the Articles of Association, the general authority to represent the Company shall be

vested in the Board of Directors and the Chief Executive Officer acting individually. Pursuant to article 3(b) of the

Regulations of the Board of Directors, if the Chairman is an executive director, he/she will be consulted on

important strategic matters affecting the Company: budget/long-term strategic planning; mergers and

acquisition transactions, including significant joint-ventures, investments and divestments; strategic evolution of

the brand portfolio and significant product investment; appointments, succession planning and compensation

for key positions in the Company; institutional relationships, including relationships with key governmental

stakeholders, particularly on matters of strategic significance; significant public relations matters and major

communication events/topics; interaction with principal shareholders and key partners; and providing leadership

to the Board of Directors and, in crisis circumstances, to the executive management on governance matters and

ad hoc crisis management, in each case, without prejudice to the powers of the Board of Directors. On

December 1, 2024, the Board of Directors had resolved to appoint Mr. Elkann, the Chairman, pursuant to Article

20.11 of the Company's Articles of Association to temporarily assist the Board in the management of the

Company with full powers and authority for the management of the day-to-day business of the Company and to

represent Stellantis N.V. in all matters with sole power of representation. Therefore, until July 18, 2025, the date

on which the current Chief Executive Officer was appointed, the general authority to represent the Company had

been vested in the Board of Directors and Mr. Elkann acting individually.

On May 27, 2025, the Board of Directors unanimously selected Mr. Antonio Filosa as the new Company’s CEO

following a thorough search process of internal and external candidates, undertaken by a Special Committee of

the Board of Directors, led by Executive Chairman Mr. Elkann, and, upon the recommendation of the Non-

Executive Directors, the Board of Directors resolved to propose to the Company’s General Meeting to appoint

Mr. Filosa as additional Executive Director. On June 23, 2025, the Company announced that, while the

appointment process for a new permanent Chief Executive Officer had concluded with Mr. Filosa taking up the

role as CEO of Stellantis N.V., the Stellantis Leadership Team (“SLT”) was established with immediate effect. The

SLT is currently formed as follows:

•Mr. Antonio Filosa (CEO and Executive Director; North America & American Brands);

•Mr. Emanuele Cappellano (Enlarged Europe & European Brands, Stellantis Pro One);

•Mr. Herlander Zola (South America);

•Mr. Samir Cherfan (Middle East & Africa and Micromobility);

•Mr. Gregoire Olivier (China and India & Asia Pacific);

•Mr. Davide Mele (Product Planning);

•Mr. Ned Curic (Product Development & Technology);

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•Mr. Sebastien Jacquet (Quality);

•Ms. Monica Genovese (Purchasing);

•Mr. Scott Thiele (Supply Chain);

•Mr. Francesco Ciancia (Manufacturing);

•Mr. Joao Laranjo (Finance);

•Mr. Xavier Chéreau (Human Resources);

•Ms. Clara Ingen-Housz (Corporate Affairs & Communications);

•Mr. Ralph Gilles (Design).

In addition to the SLT and reporting directly to the Chief Executive Officer are the following Executives: Mr.

Olivier Francois (Marketing), Ms. Alison Jones (Parts & Services, Circular Economy), Mr. Giorgio Fossati

(General Counsel).

Within this governance structure, the Board of Directors considers subjects that link to the strategic plan. Climate

being a key topic, the Board of Directors ensures that the strategy fits with the Stellantis sustainable long-term

vision and climate resilience objectives, but also that related risks and opportunities stemming from the effects of

climate change are properly identified and managed. The CEO and the SLT are responsible for defining the

overall environmental strategy, including climate-related policies. The CEO reports to the Board of Directors.

Major strategic projects with significant impact on the CO2 emissions of the Company or its products are brought

to the Board of Directors for review and decisions. Those projects can be related to vehicle CO2 emissions

reduction, as well as product planning or new mobility offers with CO2 emission reduction targets. Other major

projects that can be impacted by the consequences of climate change, such as location of new sites, are also

reviewed by the Board of Directors. The Board of Directors reviews the related financial implications of strategic

projects with significant impact on CO2 emissions, such as the capital expenditures or strategic transformation

needed to implement these projects. The Board of Directors discusses these projects for approval after being

informed about aspects such as CO2 emission consequences and expected changes in the future mobility

market. Stellantis’ strategic climate commitments, their implementation and their progress versus targets, are

presented to the Board of Directors, in order to deliver relevant information on the climate-related sustainability

issues impacting the organization.

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Set forth below are the names, year of birth and position of each of the persons currently serving as Directors as

of the date of this report. The business address of each person listed below is c/o Taurusavenue 1, 2132LS

Hoofddorp, the Netherlands. The term of office of the Chairman, Senior Independent Director and Vice Chairman

will expire immediately after the close of the AGM in 2026. The term of office of the other Directors will expire

immediately after the close of the AGM in 2027.

Name

Gender

Year of Birth

Position

Nationality

Term(1)

Independent

John Elkann

1976

Chairman and Executive

Director

Italy

5 years

Antonio Filosa

1973

Chief Executive Officer

and Executive Director

Italy

2 years

Robert Peugeot

1950

Vice Chairman and Non-

Executive Director

France

5 years

Henri de Castries

1954

Senior Independent

Director and Non-

Executive Director

France

5 years

Yes

Fiona Clare Cicconi

1966

Employee Engagement

Non-Executive Director

UK & Italy

2 years

Yes

Nicolas Dufourcq

1963

Non-Executive Director

France

2 years

Yes

Ann Godbehere

1955

Non-Executive Director

Canada & UK

2 years

Yes

Claudia Parzani

1971

Non-Executive Director

Italy

2 years

Yes

Daniel Ramot

1975

Non-Executive Director

U.S. & Israel

2 years

Yes

Benoît Ribadeau-Dumas

1972

Non-Executive Director

France

2 years

Alice Davey Schroeder

1956

Non-Executive Director

U.S.

2 years

Yes

(1) Since the Governance Effective Time for John Elkann, Robert Peugeot and Henry de Castries or, with respect to all the others members

of the Board, since the 2025 AGM

In accordance with Articles of Association and the combination agreement, Mr. Elkann and Mr. Ribadeau-

Dumas were nominated by Exor N.V.; Mr. Nicolas Dufourcq by Bpifrance S.A.; Mr. Robert Peugeot by EPF/

Peugeot Invest. Refer to “Articles of Association and Information on Stellantis Shares —Nomination Rights”

included elsewhere in this report for a description of certain binding nomination arrangements set forth in the

Articles of Association, which will apply to future terms of office.

The members of the Board and its committees are selected on the basis of expertise, experience, personal

qualities, age, sex or gender identity and nationality. Following the 2024 AGM, four seats of the Board of

Directors out of eleven were occupied by women, equivalent to 40 percent according to the calculation

methodology set by EU Directive 2022/2381. The average ratio of female to male board members was 57

percent. Following the resignation of Mr. Tavares on December 1, 2024, four seats of the Board of Directors out

of ten were occupied by women, confirming the 40 percent according to the calculation methodology set by EU

Directive 2022/2381, while the average ratio of female to male board members became 67 percent. These

figures remained unchanged following the 2025 AGM and until the 2025 EGM, held on 18 July 2025, after which

four seats of the Board of Directors out of eleven were occupied by women, equivalent to 40 percent according

to the calculation methodology set by EU Directive 2022/2381. The average ratio of female to male board

members returned to 57 percent. The nationalities of the members of the Board of Directors were reasonably

consistent with the geographic footprint of Stellantis’ business and no nationality counted for more than 60

percent of the members of the Board of Directors. One member was under the age of 50 at the day of their

nomination.

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Members are selected on the basis of professional and personal qualifications to ensure a complementary skill

set that enables effective oversight of the Company’s strategy and include a variety of profiles in terms of

professional and personal background, gender and nationality. The skills of the members of the Board of

Directors relate to either specific operational experiences or performance as responsible for oversight over

major challenges at other corporations where the directors are also board members and are summarized in the

following matrix:


	Climate Change	Human Rights	Risk Management	Cyber security & Software	New Business Model	Industry	Corporate Social Responsibility	Governance	Financial and Accounting	Board memberships
John Elkann		✓			✓	✓	✓	✓	✓	4
Antonio Filosa		✓	✓		✓	✓		✓		—
Robert Peugeot			✓		✓	✓	✓	✓	✓	4
Henri de Castries	✓	✓	✓				✓	✓	✓	3
Fiona Clare Cicconi		✓	✓				✓	✓		—
Nicolas Dufourcq	✓	✓			✓	✓		✓	✓	2
Ann Godbehere	✓		✓				✓	✓	✓	2
Claudia Parzani		✓					✓	✓		2
Daniel Ramot			✓	✓	✓		✓			1
Benoît Ribadeau- Dumas			✓					✓		5
Alice Davey Schroeder	✓		✓				✓	✓	✓	4

We have determined that the following seven of our eleven Directors qualify as independent for purposes of

NYSE rules, Rule 10A-3 of the Exchange Act and the Dutch Corporate Governance Code: Ms. Cicconi, Mr. de

Castries, Mr. Dufourcq, Ms. Godbehere, Ms. Parzani, Mr. Ramot and Ms. Schroeder meaning more than 63

percent of the members of the Board were independent as of year end. The Board of Directors has also

appointed Mr. de Castries as Senior Independent Director and non-executive Director in accordance with

Section 2.1.9 of the Dutch Corporate Governance Code.

Directors are expected to prepare themselves for and attend all Board of Directors meetings, the AGM and the

meetings of the committees on which they serve, with the understanding that, on occasion, a Director may be

unable to attend a meeting.

During 2025, there were fifteen meetings of the Board of Directors. The average attendance at those meetings

was 98.66 percent.

Summary biographies for the current Directors of Stellantis are included below:

John Elkann (Chairman and Executive Director) – John Elkann was appointed Chairman of Stellantis on

January 17, 2021. He had previously been Chairman of Fiat S.p.A. from 2010 and joined its board in 1997.

Born in New York in 1976, Mr. Elkann obtained a scientific baccalauréat from Lycée Victor Duruy in Paris and an

engineering degree from Politecnico di Torino. He began his career at General Electric in 2001, gaining

international experience across Asia, Europe, and North America.

As Ferrari N.V.’s Chairman since 2018, Mr. Elkann has been bolstering its leadership in innovation, luxury and

sport competitions while preserving its iconic legacy. In 2009, he established Exor N.V., which is currently the

largest shareholder of companies such as Ferrari N.V., Koninklijke Philips N.V. and CNH Industrial N.V., in

addition to Stellantis.

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In 2023, Mr. Elkann founded Lingotto, a long-term investment management company. Mr. Elkann is a board

member of Meta Platforms, Inc. and a trustee of the Museum of Modern Art (MoMA). He also chairs the Agnelli

Foundation, a philanthropy focused on education, and is a member of the JP Morgan International Council and

the Allianz International Advisory Board.

Antonio Filosa (Chief Executive Officer and Executive Director) – Antonio Filosa is Chief Executive Officer

and Executive Director of Stellantis. He is also head of North America and American Brands. Mr. Filosa

previously served as Stellantis’ Chief Operating Officer for South America, Chief Executive Officer of the Jeep

brand and global Head of Quality.

Mr. Filosa has extensive experience in purchasing and manufacturing operations, as well as overall business

management and strategy. He joined the FIAT Group in 1999 where he assumed roles of increasing

responsibility, including plant manager of the Betim (Brazil) facility and Head of Purchasing for the Latin America

region. Mr. Filosa also served as the Head of Argentina as well as the Head of Alfa Romeo and Maserati brands

for the Latin America region, positions he held from 2016 and 2018, respectively. He also served as FCA’s Chief

Operating Officer of Latin America and was a member of its Group Executive Council beginning in March 2018.

Mr. Filosa has a master’s degree in engineering from Politecnico di Milano (Italy). He was born in Naples, Italy in

1973.

Robert Peugeot (non-executive Director) – Robert Peugeot is Vice Chairman and a non-executive Director of

Stellantis. Mr. Peugeot joined the PSA Supervisory Board as permanent representative of FFP (now known as

Peugeot Invest) in April 2014, and became Vice Chairman and a non-executive Director of Stellantis in January

2021. Born in France in 1950, Mr. Peugeot is a graduate of École Centrale de Paris and Institut Européen

d’Administration des Affaires (INSEAD).

Mr. Peugeot held various executive positions within the PSA Group. From 1998 to 2007, he was vice-president

for innovation and quality, and a member of the PSA’s Executive Committee. In addition, Mr. Peugeot served as

Chairman of the board of Peugeot Invest S.A., director of Financière Guiraud S.A.S. and director of Peugeot

Invest UK Ltd. until 2025. He currently serves as a board member of Peugeot 1810 S.A.S.; permanent

representative of Peugeot 1810 on the board of Forvia SE; managing director of SC Rodom; board member of

Safran S.A.; member of the supervisory board of Soparexo S.C.A.; and observer on the supervisory board of

Rothschild & Co.

He is a Knight of the French National Order of Merit and a Knight of the French Legion of Honour.

Henri de Castries (non- executive Director) – Henri de Castries is Senior Independent Director and a non-

executive Director of Stellantis. Born in France in 1954, he is a graduate of École des Hautes Etudes

Commerciales (HEC) and École Nationale d’Administration (ENA).

Mr. de Castries was the chairman of the management board of AXA S.A. from 2000 and chairman and chief

executive officer from April 2010 until September 2016. He previously worked for the French Finance Ministry

Inspection Office and the French Treasury Department. In addition, Mr. de Castries currently serves as chairman

of Europe and Senior Advisor of General Atlantic; and lead director on the board of directors of LVMH. Mr. de

Castries became Senior Independent Director and a non-executive Director of Stellantis in January 2021.

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Fiona Clare Cicconi (non-executive Director) – Fiona Clare Cicconi is an employee representative on the

Stellantis Board of Directors. Born in London in 1966, Ms. Cicconi became Chief People Officer for Google in

January 2021. Prior to that she was Executive Vice President and Chief Human Resources Officer at

AstraZeneca PLC from 2014 to 2020. Ms. Cicconi started her career at General Electric, where she held various

human resources roles within the oil and gas business. Subsequently, she spent a number of years at Cisco,

overseeing human resources in Southern Europe and then industrial and employee relations in EMEA, before

joining F. Hoffmann La Roche in 2006. There, she was most recently responsible for global human resources for

Global Technical Operations. Ms. Cicconi became an employee representative on the Board of Directors of

Stellantis in January 2021.

Ms. Cicconi holds a diploma in international business studies from Leeds Metropolitan University.

Nicolas Dufourcq (non-executive Director) – Nicolas Dufourcq is a non-executive Director of Stellantis. Born in

France in 1963, Mr. Dufourcq is a graduate of École des Hautes Etudes Commerciales (HEC) and École

Nationale d’Administration (ENA).

Mr. Dufourcq began his career at the French Ministry of Economy and Finance in 1988 and then joined the

French Ministry of Health and Social Affairs in 1992, before joining France Telecom in 1994. In 1998, he created

Wanadoo, the internet access leader, a subsidiary of France Telecom, and listed it for €20 billion in 2000.

Between 1998 and 2003, he was CEO of Wanadoo and executive director of France Telecom in charge of the

internet, cable and pay TV. Mr. Dufourcq joined Capgemini in 2003, where he was in charge of the central and

southern Europe region. From 2004 to 2013, he served as chief financial officer and deputy chief executive

officer of Capgemini. Since February 7, 2013, Mr. Dufourcq has been the chief executive officer of Bpifrance SA.

In addition, Mr. Dufourcq serves as chief executive officer of Bpifrance Investissement S.A.S.; chief executive

officer of Bpifrance Assurance Export S.A.S.; chairman and chief executive officer of Bpifrance Participations

S.A.; and chairman of the supervisory board of STMicroelectronics N.V. 1. He served as permanent

representative of Bpifrance Participations S.A. on the board of directors of Orange from January 2017 to January

2021. Mr. Dufourcq became a non-executive Director of Stellantis in January 2021.

Ann Godbehere (non–executive Director) – Ann Godbehere is a non-executive Director of Stellantis. Ms.

Godbehere was born in Canada in 1955.

Ms. Godbehere started her career with Sun Life of Canada in 1976 in Montreal, Canada, and joined M&G Group

in 1981, where she served as senior vice president and controller for life and health, and property and casualty

businesses throughout North America. She joined Swiss Re in 1996, after it acquired the M&G Group, and

served as chief financial officer from 2003 to 2007. From 2008 to 2009, she was interim chief financial officer and

an executive director of Northern Rock bank in the initial period following its nationalization. Ms. Godbehere has

also held several non-executive director positions at Prudential plc, British American Tobacco plc, UBS AG, and

UBS Group AG. Until May 2019, Ms. Godbehere served as a non-executive director of Rio Tinto plc and Rio

Tinto Limited. She was also senior independent director of Rio Tinto plc. In addition, Ms. Godbehere currently

serves as a non-executive director of Shell plc and as an independent non-executive director of HSBC Holdings

plc. She is also Chairman of the Board of HSBC Bank plc. Ms. Godbehere is a fellow of the Institute of Chartered

Professional Accountants and a fellow of the Certified General Accountants Association of Canada. She became

a non-executive Director of Stellantis in January 2021.

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Claudia Parzani (non-executive Director) – Claudia Parzani is a non-executive Director of Stellantis. Ms.

Parzani was born Brescia, Italy in 1971. She received her law degree, magna cum laude, from Università degli

Studi di Milano.

Ms. Parzani is a Senior Advisor at Linklaters LLP, an international law firm, where she is a previous member of

the Executive Committee and partner specializing in corporate issues and corporate governance. Since 2022,

Ms. Parzani has been Chair of the board of directors of Borsa Italiana S.p.A., the Italian stock exchange, after

previously serving as Deputy Chair and a non-executive director. Ms. Parzani is Senior Advisor at Brunswick,

Deputy Chair of the Italian group of the Trilateral Commission, a member of the advisory board of UNHCR Italy

and the supervisory committee of Parks- Liberi e Uguali. She is also Chair of the Strategic Council of Fondazione

Italia per il Dono.

In the past, she was Deputy Chair of Il Sole 24 Ore S.p.A., Chair of Allianz S.p.A., and served as an external

member of the board of directors of Politecnico di Milano. She became a non-executive Director of Stellantis in

April 2024.

Daniel Ramot (non-executive Director) – Daniel Ramot is a non-executive Director of Stellantis. Mr. Ramot was

born in Ramat Gan, Israel in 1975. He is a graduate of the Israel Defense Forces’ Talpiot program, where he

earned a Bachelor of Science in Physics and Mathematics from The Hebrew University of Jerusalem. Mr. Ramot

also holds a Master of Science in Electrical Engineering from Tel Aviv University.

In 2008, Mr. Ramot joined D. E. Shaw Research as a Director, where he was instrumental in building

supercomputers designed to accelerate pharmaceutical drug discovery, developing advanced computational

techniques and algorithms to simulate molecular dynamics. In 2012, he co-founded Via , a provider of innovative

software solutions for public and private mobility systems and transportation planning services operating in over

35 countries. He became a non-executive Director of Stellantis in April 2025.

Benoît Ribadeau-Dumas (non-executive Director) – Benoît Ribadeau-Dumas is a non-executive Director of

Stellantis. Mr. Ribadeau-Dumas was born in France in 1972. He graduated from École Polytechnique and

attended the École Nationale d’Administration.

Mr. Ribadeau-Dumas is Chief Companies Officer at Exor N.V. He is also a member of the supervisory board of

Koninklijke Philips N.V. Mr. Ribadeau-Dumas began his career at the French Council of State in 1997 before

joining Thales, a leading French technology group in aerospace and defense, as Director of Business

Development. He held various roles within the company until 2009 when he was named CEO of Thales

Underwater Systems. Mr. Ribadeau-Dumas later served as Senior Executive Vice President at CGG, a

geoscience company now known as Veridien, and as a member of the management board of ZodiacAerospace

and CEO of its Aerosystems branch. In 2017, he joined the Cabinet of the French Prime Minister as Chief of

Staff. Mr. Ribadeau-Dumas became a non-executive Director of Stellantis in April 2023.

Alice Davey Schroeder (non-executive Director) - Alice Davey Schroeder is a non-executive director of

Stellantis. Ms. Schroeder was born in Dallas, Texas (U.S.) in 1956. She graduated with a BBA and MBA from the

Red McCombs School of Business at the University of Texas at Austin.

Ms. Schroeder currently serves on the boards of Carbon Streaming Corporation, HSBC North America Holdings

Inc., and Dakota Gold Corporation and previously served on the boards of Prudential plc, Natus Medical and

Bank of America Merrill Lynch International.

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She started her career in 1980 in Houston, Texas, at Ernst & Whinney and then, following Ernst & Whinney’s

merger with Arthur Young & Co., at Ernst & Young (“EY”). Ms. Schroeder served on the audit staff of EY as a

Certified Public Accountant until 1991, when she joined the staff of the Financial Accounting Standards Board,

the accounting standard-setting body of the United States. In 1993, she began a career on Wall Street, heading

research teams for the insurance industry as a managing director at CIBC Oppenheimer and PaineWebber, and,

managing director and senior advisor at Morgan Stanley. She became a non-executive Director of Stellantis in

April 2025.

Amount and Composition of the Remuneration of the Board of Directors

Details of the remuneration of the Board of Directors and its committees are set forth within the section

“Remuneration Report” included elsewhere within this report.

Directors' Share Ownership

The table below shows the number of Stellantis common shares owned by members of the Board of Directors as

at February 26, 2026:


Directors Owning Stellantis Common Shares	Shares	Percent of Class
John Elkann	1,227,009	—%
Antonio Filosa	414,737
Robert Peugeot	15,000	—%
Henri de Castries	21,000	—%
Fiona Clare Cicconi	11,662	—%
Nicolas Dufourcq	—	—%
Ann Godbehere	9,650	—%
Claudia Parzani	—	—%
Daniel Ramot
Benoît Ribadeau-Dumas	—	—%
Alice Davey Schroeder	—	—%

No members of Senior Management beneficially own 1 percent or more of the Company’s common shares.

Board Practices and Committees

Board Regulations

On January 17, 2021, the Board of Directors adopted its current regulations and approved certain revisions on

October 10, 2024, to introduce the position of the non-executive director for employee engagement and related

role and responsibility. Board of Directors regulations deal with matters that concern the Board of Directors and

its committees internally (the “Board Regulations”).

The Board Regulations contain provisions concerning the manner in which meetings of the Board of Directors

are called and held, including the decision-making process. The Board Regulations provide that meetings may

be held by telephone or video conference, provided that all participating Directors can follow the proceedings

and participate in real-time discussion of the items on the agenda.

The Board of Directors can only adopt valid resolutions when the majority of the Directors in office are present at

the meeting or are represented thereat.

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A Director may only be represented by another Director authorized in writing.

A Director may not act as a proxy for more than one other Director.

All resolutions shall be adopted by the favorable vote of the majority of the Directors present or represented at

the meeting, in accordance with the regulations adopted by the Board of Directors. Each Director shall have one

vote.

The Board of Directors shall be authorized to adopt resolutions without convening a meeting if all Directors shall

have expressed their opinions in writing, unless one or more Directors shall object in writing against the

resolution being adopted in this way prior to the adoption of the resolution.

The Board Regulations are available on the Company’s website.

Committees

On January 17, 2021, the Board of Directors established the following internal committees: (i) an Audit

Committee; (ii) a Governance and Sustainability Committee, now known as the ESG Committee; and (iii) a

Remuneration Committee, with such appointments becoming effective as of the Governance Effective Time.

The Audit Committee

On August 2, 2021, the Board of Directors adopted the charter of the Audit Committee and approved certain

revisions on February 12, 2024 in order to reflect the Audit Committee’s new responsibility to assist and advise

the Board of Directors on the integrity of the Company’s sustainability disclosures and reports in accordance

with applicable reporting standards, including the EU Corporate Sustainability Reporting Directive (“CSRD”).

The Audit Committee is responsible for assisting and advising the Board of Directors with respect to, inter alia: (i)

the integrity of the Company’s financial statements, including any published interim reports, related press

releases and other related corporate communications; (ii) the adequacy and effectiveness of the Company’s

internal control over financial reporting, financial reporting procedures and disclosure controls and procedures;

(iii) the integrity of the Company’s disclosures and reports on environmental, social, human rights and

governance factors (“sustainability reporting”) in accordance with applicable reporting standards and the

adequacy and effectiveness of the Company’s internal controls and audit in relation to sustainability reporting;

(iv) the Company’s policy on tax planning; (v) the Company’s financing; (vi) the Company’s applications of

information and communication technology, including risks relating to cybersecurity; (vii) the systems of internal

controls that management and the Board of Directors have established; (viii) the Company’s compliance with

legal and regulatory requirements; (ix) the Company’s compliance with recommendations and observations of

internal and independent auditors; (x) the open and ongoing communications regarding the Company’s financial

position and results of operations between the Board of Directors, the independent auditors, the Company’s

management and internal audit department; (xi) the Company’s policies and procedures for addressing certain

actual or perceived conflicts of interest; (xii) the qualifications, independence, oversight and remuneration of the

Company’s independent auditors and any non-audit services provided to the Company by the independent

auditors; (xiii) the selection of the independent auditor by recommending an independent auditor for nomination,

appointment or dismissal by the Company’s AGM; (xiv) the performance of the Company’s internal auditors and

independent auditors; (xv) risk management and risk assessment guidelines and policies, including major

financial risk exposure, and the steps taken to monitor and control such risks; and (xvi) the implementation and

effectiveness of the Company’s ethics and compliance program.

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The Audit Committee currently consists of Ms. Godbehere (Chairperson), Mr. de Castries, Ms. Parzani and Ms.

Schroeder. The Audit Committee is elected by the Board of Directors and is comprised of independent

Directors. The Senior Independent Director or a former executive Director may not serve as chairman of the

Audit Committee. Audit Committee members are required (i) not to have any material relationship with the

Company or perform the functions of auditors or accountants for the Company; (ii) to be “independent”, for

purposes of NYSE rules, Rule 10A-3 of the Exchange Act and the Dutch Corporate Governance Code; and (iii) to

be “financially literate” and have “accounting or selected financial management expertise” (as determined by

the Board of Directors). At least one member of the Audit Committee should be a “financial expert” as defined by

the Sarbanes-Oxley Act and the rules of the SEC and section 2(3) of the Decree on the Establishment of an Audit

Committee (Besluit instelling auditcommissie). No Audit Committee member may serve on more than four audit

committees for other public companies, absent a waiver from the Board of Directors which must be disclosed in

the Company’s annual report. Unless decided otherwise by the Audit Committee, the independent auditors of

the Company, the Chief Financial Officer (“CFO”) and the Chief Audit and Compliance Officer attend its

meetings while the CEO is entitled to attend meetings of the Audit Committee unless the Audit Committee

determines otherwise and shall attend the meetings of the Audit Committee, if the Audit Committee so requires.

The Audit Committee shall meet with the independent auditors at least once per year outside the presence of the

executive Directors and management.

Our Board of Directors has determined that Ms. Godbehere, Mr. de Castries and Ms. Schroeder are “audit

committee financial experts”. All Audit Committee members are independent directors under the NYSE rules,

Rule 10A-3 of the Exchange Act and the Dutch Corporate Governance Code.

During 2025, ten meetings of the Audit Committee were held. The average attendance of its members at those

meetings was 100 percent. The Committee reviewed the Stellantis’ financial results for the period ended on June

30, 2025 and the full year 2025, as well as the shipments and revenues related to the first and third quarters of

the year. The Committee, with the assistance of the CFO and other Company officers mainly from finance,

internal audit and compliance, and legal departments, focused on main business drivers in addition to key

accounting, reporting matters and periodical reviews of certain areas such as enterprise risk management,

double materiality assessment, tax, treasury, acquisitions, insurance and employee benefits/pensions review

with specific focus on the areas of major audit risks such as the evaluation of assets and liabilities requiring

management judgment. Particular focus was dedicated to cybersecurity and information technology matters.

The Committee is charged with assisting and advising the Board of Directors with respect to the implementation

and effectiveness of the Company’s ethics and compliance program, among other things. In so doing, the Audit

Committee oversees and monitors the quality and completeness of the Company’s global compliance policies

and practices with respect to applicable legal and regulatory requirements, as well as with the requirements and

objectives of the Company’s Code of Conduct and Integrity Helpline, and, in 2025, reviewed the Human Rights

Policy.

The Audit Committee meets with the Company’s management, including finance, audit and compliance, and

legal staff to discuss, among other things, any significant legal, regulatory, Code of Conduct or other compliance

related matters, arising anywhere in the world, that could have a material adverse effect on the Company’s

business, financial statements or operations.

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The Committee also assists and advises the Board of Directors and acts under authority delegated by the Board

of Directors, with respect to among others the Company’s policy on tax planning adopted by management.

Independent auditors attended all the meetings providing regular information to the Committee on their activity.

The Committee reviewed the annual internal audit plan, the performance of external auditor, and received

updates on legal and compliance matters, with the General Counsel attending the Committee meetings. Internal

audit activity was reviewed on a regular basis with the Chief Audit and Compliance Officer attending all the

meetings and discussing with the Committee the main findings and remediating actions. Internal control over

financial reporting was part of these reviews as well. In line with the policy adopted by the Company, the

Committee was regularly involved in the review and approval of transactions entered into with related parties.

The Remuneration Committee

On January 17, 2021, the Board of Directors adopted the current charter of the Remuneration Committee. The

Remuneration Committee is responsible for, inter alia, assisting and advising the Board of Directors in: (i)

determining executive compensation consistent with the Company’s remuneration policy; (ii) reviewing and

approving the overall compensation strategy of the Company and the remuneration structure for the executive

Directors; (iii) administering equity incentive plans and deferred compensation benefit plans; (iv) discussing with

management the Company’s policies and practices related to compensation and issuing recommendations

thereon; and (v) preparing the remuneration report.

The Remuneration Committee currently consists of Ms. Cicconi (Chairperson), Mr. de Castries, Mr. Peugeot. Mr.

Ramot and Mr. Ribadeau-Dumas. The Remuneration Committee is elected by the Board of Directors, which shall

appoint one of its members as Chairperson of the Remuneration Committee, and is comprised of at least three

non-executive Directors, more than half of whom shall be independent under Dutch Corporate Governance

Code. Unless decided otherwise by the Remuneration Committee, the Chief Human Resources Officer attends

its meetings.

During 2025, four meetings of Stellantis’ Remuneration Committee were held with 100 percent attendance of its

members at those meetings. The Remuneration Committee approved the 2025 Remuneration Report,

recommended to the AGM to slightly revise the Company's Remuneration Policy and continued its engagement

with shareholders for feedback and dialogue regarding the Company’s compensation philosophy and pay

practices. Details of the activities of the Remuneration Committee are included in the Remuneration Report

section included elsewhere in this report.

The ESG Committee

On October 6, 2021, the Board of Directors adopted the charter of the ESG Committee, which amended the

former charter of the Governance and Sustainability Committee, by focusing on the ESG matters in addition to

the tasks previously included. The Board of Directors approved certain revisions to the ESG Committee charter

on February 12, 2024, in order to reflect the Audit Committee’s new responsibility to assist and advise the Board

of Directors on the integrity of the Company’s sustainability disclosures and reports in accordance with

applicable reporting standards, including the EU CSRD.

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The ESG Committee is responsible for, inter alia, assisting and advising the Board of Directors with: (i)

monitoring, evaluating, and reporting to the Board of Directors on the strategy, targets and achievements

relating to ESG matters globally of the Company and its subsidiaries; (ii) the identification of the criteria,

professional and personal qualifications for candidates to serve as Directors; (iii) periodic assessment of the size

and composition of the Board of Directors; (iv) periodic assessment of the performance of individual Directors

and reporting on this to the Board of Directors; (v) proposals for nomination and re-nomination of executive and

non-executive Directors; (vi) supervision of the policy on the selection and appointment criteria for top executive

management; and (vii) proposing and supervising the policy regarding succession planning for the Board of

Directors and top executive management.

The ESG Committee currently consists of Mr. de Castries (Chairperson), Ms. Cicconi, Mr. Dufourcq, Ms. Parzani

and Mr. Ribadeau-Dumas. The ESG Committee is elected by the Board of Directors and is comprised of at least

three non-executive Directors according to its charter. More than half of its members shall be independent under

the Dutch Corporate Governance Code. For a period of four years from January 17, 2021, the Chairperson shall

be selected among the independent directors nominated by PSA (or his or her replacement).

During 2025, two meetings of Stellantis ESG Committee were held with 90 percent attendance of its members at

those meetings. The ESG Committee reviews the Company’s ESG roadmap, achievements and disclosures in

accordance with our updated strategic plan and its implementation. In addition, the ESG Committee periodically

assesses the performance of individual directors and reports on this to the Board of Directors.

In 2025, the ESG Committee recommended to the Board of Directors the nomination of Ms. Cicconi, Mr.

Dufourcq, Ms. Godbehere, Ms. Parzani, Mr. Ramot, Mr. Ribadeau-Dumas and Ms. Schroeder as candidates for

non-executive director positions at the 2025 AGM. In addition, the non-executive directors, including the ESG

Committee, recommended the nomination of Mr. Filosa as a candidate for Executive Director position and Chief

Executive Officer at the 2025 EGM and Board of Directors meeting.

During the year, the committee assisted the Board of Directors by sharing developments in ESG strategy. The

committee presented key ESG initiatives, developments in ESG KPIs, and ESG ratings results from the main non-

financial rating agencies. The committee also presented the main lessons learned from its analysis of the gaps

between the content delivered by the Company and the expectations of ESG agencies, supplemented by

stakeholder engagement analyses as defined in its stakeholder engagement policy. The committee highlighted

how regulatory changes affect ESG. The committee clarified the Company's strategy regarding environmental

impact and updated ESG objectives to align with ongoing developments in corporate strategy. It shared the

developments brought about by updates to ESG-related policies and finally gave an overview of its philanthropic

projects and their impact on communities.

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Indemnification of Directors

Under the Articles of Association, Stellantis is required to indemnify any and all of its Directors, officers, former

Directors, former officers (including former directors and officers of PSA) and any person who may have served

at its request as a director or officer of another company in which it owns shares or of which it is a creditor who

were or are made a party or are threatened to be made a party or are involved in, any threatened, pending or

completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative or investigative (each, a

“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a

Proceeding against any and all liabilities, damages, reasonable and documented expenses (including

reasonably incurred and substantiated attorney’s fees), financial effects of judgments, fines, penalties (including

excise and similar taxes and punitive damages) and amounts paid in settlement in connection with such

Proceeding by any of them. Notwithstanding the above, no indemnification will be made in respect of any claim,

issue, or matter as to which any of the above-mentioned indemnified persons will be adjudged in a final and

non-appealable decision to be liable for gross negligence or willful misconduct in the performance of such

person’s duty to Stellantis. This indemnification by Stellantis is not exclusive of any other rights to which those

indemnified may be entitled otherwise.

Conflict of Interest

A Director shall not participate in discussions and decision-making with respect to a matter in relation to which

he or she has a direct or indirect personal interest which is in conflict with the interests of the Company and the

business associated with the Company (“Conflict of Interest”), which shall be determined outside the presence

of the Director concerned. All transactions, where there is a Conflict of Interest, must be concluded on terms that

are customary in the branch concerned and approved by the Board of Directors. In addition, the Board of

Directors may determine that there is such a strong appearance of a Conflict of Interest of a Director in relation

to a specific matter, that it would be inappropriate for such Director to participate in discussions and the

decision-making process with respect to such matter. A Director shall promptly report any potential Conflict of

Interest to the Chairman (or to the Senior Independent Director or another Director in case of the Chairman) and

shall provide all relevant information concerning such potential Conflict of Interest.

At least annually, each non-executive Director shall assess in good faith whether he or she is independent under

best practice provision 2.1.8 of the Dutch Corporate Governance Code and each Director shall assess in good

faith whether he or she is independent under (a) the requirements of Rule 10A-3 under the Exchange Act, and

(b) Section 303A of the NYSE Listed Company Manual.

The Directors shall inform the Board of Directors through the Senior Independent Director or the Secretary of the

Board of Directors as to all material information regarding any circumstances or relationships that may impact

their characterization as “independent” or impact the assessment of their interests, including by responding

promptly to the annual questionnaires circulated by or on behalf of the Secretary that are designed to elicit

relevant information regarding such Director's business and other relationships relevant to the determination of

independence.

Based on each Director’s assessment described above, the Board of Directors shall make a determination at

least annually regarding such Director’s independence. These annual determinations shall be conclusive,

absent a change in circumstances from those disclosed to the Board of Directors that necessitates a change in

such determination.

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Senior Management

The Company’s management is led by Chief Executive Officer who is supported by a team of senior managers.

The following executives, designated as Senior Management, are the members of the SLT, the General Counsel

and the Chief Accounting Officer:

•Mr. Filosa (Chief Executive Officer, Executive Director, North America & American Brands)

•Mr. Cappellano (Enlarged Europe & European Brands and Stellantis Pro One)

•Mr. Zola (South America)

•Mr. Cherfan (Middle East & Africa and Micromobility)

•Mr. Olivier (China and India & Asia Pacific)

•Mr. Mele (Product Planning)

•Mr. Curic (Product Development & Technology);

•Mr. Jacquet (Quality)

•Ms. Genovese (Purchasing)

•Mr. Thiele (Supply Chain)

•Mr. Ciancia (Manufacturing);

•Mr. Laranjo (Chief Financial Officer)

•Mr. Chéreau (Human Resources, Sustainability and IT)

•Ms. Ingen-Housz (Corporate Affairs & Communications)

•Mr. Gilles (Chief Design Officer)

•Mr. Fossati (General Counsel)

•Ms. Van Etten (Chief Accounting Officer and Global Finance Transformation)

Summary biographies for these individuals are included below. For the biography of Mr. Filosa, see above.

Emanuele Cappellano – Emanuele Cappellano is responsible for Enlarged Europe, European Brands and

Stellantis Pro One.

From 2023, Mr. Cappellano led Stellantis South America, following two years at Marcolin – a global leader in the

eyewear industry – where he served as North America CEO and Group Strategy & Corporate Development

Director. Until September 2021, he served as Chief Financial Officer & Head of Financial Services in Stellantis’

South America region. During his career at FCA, he served as a board member, president and advisor and held

senior finance positions in areas such as Commercial, Product, Investment, Industrial, and Operations. He joined

FCA in 2002 and started working in South America in 2014.

Mr. Cappellano has a degree in business economics with an emphasis in finance from the University of Venice

and a master’s in accounting management and corporate finance from the University of Turin. He was born in

Rieti, Italy in 1976.

Herlander Zola - Herlander Zola is responsible for the South America region. Mr. Zola previously served as

Head of Commercial Operations for Stellantis Brazil and Light Commercial Vehicles for South America.

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Mr. Zola began his career at Volkswagen Brazil in 2000 and later held senior marketing positions at both BMW

and Audi in Brazil. He joined FCA in 2017, with responsibility for the FIAT brand in Latin America. One year later,

he added responsibility for the brand’s commercial operations in Brazil. Mr. Zola then served as Vice President

of the FIAT and Abarth brands for South America, and later as Senior Vice President of Commercial Operations

for FIAT, Jeep, Ram, Peugeot and Citroën Brazil.

Mr. Zola has a degree in Business Administration and a postgraduate degree in Marketing Management from

USCS, an MBA in Marketing from FIA/USP and a specialization in Leadership from London Business School. He

was born in São Paolo, Brazil in 1974.

Samir Cherfan - Samir Cherfan is responsible for the Middle East & Africa region and Micromobility. He has a

broad experience across the automotive value chain including R&D, manufacturing, product & program

management, and sales and marketing for various automotive groups. He started his career with Renault Group

in 1992. During the next 11 years, he held various management positions in research, engineering and modules

development and production. He then joined the program management department for seven years and

became program director of mid-range models designed for international markets. In 2010, he moved to the

front line as Managing Director of Eastern Paris retail network at Renault Retail Group. In 2012, he joined Nissan

Group in the Middle East, as Sales and Marketing Director before being appointed Managing Director one year

later. He joined Groupe PSA in 2017 as Sales and Marketing Senior Vice President for Middle East & Africa

region (MEA). In 2019, he was nominated Director of MEA Region and Executive Vice President. Mr. Cherfan

was also head of the industrial and commercial diversity reduction cross functional team.

Mr. Cherfan is currently director of Société de Promotion Industrielle et Automobile au Maroc - SOPRIAM.

Mr. Cherfan is an engineering graduate of Polytech Sorbonne, Paris, France. He was born in Hadath, Lebanon in

1967.

Grégoire Olivier - Grégoire Olivier is responsible for the China and India & Asia Pacific region. Mr. Olivier was

previously Head of China Strategy, responsible for the Stellantis Liason Office to Leapmotor and Chief Operating

Officer for China.

Mr. Olivier began as a civil servant in the French Ministry of Industry in 1984 and was appointed advisor to the

Prime Minister for Industry and Environment in 1990. From 1992 to 1998, he worked for Pechiney, first as

General Manager of Aluminium of Greece, then from 1995 as Chicago plant manager and subsequently Vice

President of American National Can. From 1998 to 2000, he was head of the Electronics Division of the battery

manufacturer SAFT before being appointed General Manager of the Company. Mr. Olivier was appointed CEO

of the electronics company SAGEM in 2001, which became SAFRAN in 2006.

Mr. Olivier joined PSA in 2006, as CEO of Faurecia. He joined the PSA Executive Committee as SVP of Programs

and Strategy in 2007 and moved to China in 2010 as SVP of China and South-East Asia. In 2016, Mr. Olivier was

named SVP of Mobility Services, and became General Secretary for Groupe PSA in 2018, in addition to

supervising Chinese activities from April 2020.

Mr. Olivier is a graduate of École Polytechnique (France), holds an engineering degree from École des Mines de

Paris and an MBA from the University of Chicago. He was born in Alger, Algeria in 1960.

Davide Mele - Davide Mele is responsible for Product Planning. Mr. Mele previously served as Head of

Programs and Product Planning, Head of Global Parts & Services, and Deputy Chief Operating Officer of

Enlarged Europe.

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Mr. Mele joined FIAT Group in 2001 as a Senior Auditor and held various roles of increasing responsibility in

Europe, North America and LATAM, serving as head of Group and North America Platform Finance & CapEx;

Financial Planning & Analysis; Chief Financial Officer and Head of Business Development for LATAM and then

Deputy COO for LATAM leading the launch of Jeep for the region. In 2018, he was appointed Deputy Chief

Operating Officer for FCA’s EMEA Region.

Mr. Mele holds a degree in management engineering and industrial management from Politecnico di Torino

(Italy). He was born in Fossano, Italy in 1973.

Ned Curic – Ned Curic is responsible for Product Development & Technology. Mr. Curic previously served as

Chief Engineering and Technology Officer.

From June 2017, Mr. Curic was Vice President, Alexa Automotive at Amazon, spearheading its efforts in the

automotive industry. He began his career in 1996 in the field of Engineering Systems at Northrop Grumman, a

U.S.-based multinational aerospace and defense technology company. Following a brief period in the financial

industry, Mr. Curic joined Microsoft in 2002 where he held various roles in consulting, product, security and

advisory. He entered the automotive industry in 2013, as Group Vice President & Chief Technology Officer at

Toyota Motor North America and, in 2015 became Co-founder and Executive Vice President, Technical Director

and Board Member at Toyota Connected.

Mr. Curic studied Informatics and Computer Science, and received a Master’s in Business Administration from

Pepperdine University, George L. Graziadio School of Business and Management in 2012. He was born in Novi

Pazar, Yugoslavia in 1971.

Sébastien Jacquet - Sébastien Jacquet is responsible for Quality.

Mr. Jacquet has more than two decades of experience at Groupe PSA and Stellantis. His career has been

marked by significant contributions to the international expansion of Groupe PSA, particularly in China, where he

worked for eight years at two automotive joint ventures. He has held various key positions including, since 2023,

Deputy to the Chief Engineering and Technology Officer, Cross Car Line & Project Engineering at Stellantis in

France.

Mr. Jacquet graduated with a master’s degree in engineering from the École Polytechnique in Paris and a

master’s in civil engineering from the University of California (Los Angeles). He also has an Executive MBA from

INSEAD. Mr. Jacquet was born in Nice, France in 1974.

Monica Genovese - Monica Genovese is responsible for Purchasing. Ms. Genovese previously had global

responsibility for Direct Material Purchasing for several commodity groups, including Chassis & Adaptation and

Powertrain.

Ms. Genovese joined FIAT Group in1995 working first in Manufacturing and then, in 1999, started her path in

Purchasing with roles of increasing responsibility. She joined the Parts & Services division in 2006 and was

named Parts Supply Chain Operations Director in 2008 with responsibility for activities in Europe, South America

and Asia. In 2011, Ms. Genovese became Head of Parts Supply Chain Operations and Purchasing for FIAT’s

EMEA Region. In 2015, she became Head of FCA Purchasing for the EMEA Region.

Genovese has a master’s degree in electronic engineering from Politecnico di Torino (Italy). She born in Milazzo,

Italy in 1970.

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Scott Thiele - Scott Thiele is responsible for Supply Chain. Mr. Thiele previously served as Senior Vice

President, North America Commercial Performance, Cost, and Supply Chain.

Mr. Thiele started his career at Whirlpool Corporation where he held a number of positions in purchasing and

engineering, becoming a global procurement leader overseeing the development of global commodity

strategies. He joined Chrysler Group in 2007 as lead purchasing executive for raw materials and stamping and

subsequently held a series of leadership positions in the Finance and Purchasing organizations. From 2016 until

2018, Mr. Thiele was Chief Purchasing Officer for FCA. From 2019 through 2020, he led the integration of the

North America Purchasing and Supply Chain organization. From 2020 through 2022, Mr. Thiele led the North

America Portfolio Planning Organization and he led the creation of the Strategic Technology Partnership within

the Engineering and Technology organization from 2022 through 2024.

Mr. Thiele holds a Bachelor of Mechanical Engineering degree from the University of Notre Dame. He also

earned a Master of Mechanical Engineering degree from the University of Michigan and a Master of Business

Management degree from Ashland University. Mr. Thiele was born in Ann Arbor, Michigan (U.S.) in 1969.

Francesco Ciancia - Francesco Ciancia is responsible for Manufacturing.

Before returning to Stellantis in 2025, Mr. Ciancia was Head of Mercedes-Benz Vans Operations in Stuttgart,

Germany, from 2022. He joined FIAT in 2001 and held roles of increasing responsibility in manufacturing,

including several positions at the Sata Melfi and Cassino plants in Italy, manager of the Fiat Chrysler

Automobiles (FCA) facility in Kragujevac, Serbia; head of Manufacturing for FCA Latin America; and head of

EMEA Manufacturing for Maserati and Premium Brands. With the creation of Stellantis in 2021, Mr. Ciancia was

named Head of Manufacturing for the Low-Mid segment for Enlarged Europe and Maserati.

Mr. Ciancia has a Master’s in Mechanical Engineering from Politecnico di Torino in Italy and an Executive MBA

from POLIMI Graduate School of Management. He was born in Avellino, Italy in 1974.

Joao Laranjo - Joao Laranjo is Chief Financial Officer, with responsibility for Financial Services, mergers and

acquisitions and joint ventures. Mr. Laranjo also serves as CFO for North America.

Mr. Laranjo began his career at General Electric in 2001, serving as Associate Auditor and later as Controller for

GE Healthcare in South America. In 2009, he joined FCA as Chief Accounting Officer for Latin America, rising to

CFO for the region. In 2017, he was appointed CFO of North America. In 2024, Mr. Laranjo joined Goodyear as

Vice President of Finance, leading the Americas Finance organization. He rejoined Stellantis in 2025 as CFO for

North America.

Mr. Laranjo holds an MBA from IBMEC in Brazil and is a graduate of the Advanced Finance Program at The

Wharton School. He was born in Belo Horizonte, Brazil in 1978.

Xavier Chéreau – Xavier Chéreau is responsible for Human Resources, Sustainability and IT. He has mainly built

his career path within the field of human resources and has alternated between the Head office and operations

activities within different sites and divisions. These have included R&D, manufacturing, and support functions.

Mr. Chéreau joined Groupe PSA in 1994 and subsequently held the position of Employment & Mobility Manager

for Europe. He went on to become Social Relations Manager at the Poissy plant in France and then Head of

Social Innovation and Management institute within the Group.

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In 2006, Mr. Chéreau was appointed Vice President, Director of Human Resources and Social Relations for the

Trémery and propulsion system plants. In 2009, he was appointed Senior Vice President, Industrial and R&D

Division Human Resources. In 2010, Mr. Chéreau also took operational responsibility for the Engineering testing

resources of the R&D department. From 2014 to 2015, he held the position of Director of Human Resources

Development, Talents and Top Management. In 2015, Mr. Chéreau was appointed Executive Vice President of

Human Resources of the Group and member of the Global Executive Committee. In 2018, he was appointed

Director of Human Resources and Transformation, a division that includes the Digital, IT and Real Estate

departments, and as of 2020, Compliance and Audit.

After a Bachelor’s degree in Economic Management, Mr. Chéreau completed his Master’s degree in Human

Resources (Employment Management & Corporate Social Development) at the ‘Institut Sciences Politiques de

Paris’, France. He was born in Paris, France in 1968.

Clara Ingen-Housz - Clara Ingen-Housz is responsible for Corporate Affairs & Communications.

Before joining Stellantis in 2024, Ms. Ingen-Housz served as Chief Ethics, Compliance & Privacy Officer and

Group Legal Counsel for Competition Law, Anticorruption and Economic Sanctions at Saint-Gobain starting in

2019. From 2010, Ingen-Housz was based in Hong Kong where, as a partner at Linklaters, she led the firm’s

Asia Pacific competition law practice. Previously, she practiced law in New York for 10 years at Sullivan &

Cromwell and Simpson Thacher & Bartlett, focusing on antitrust and international arbitration. For two years, she

was also a member of the European Commission’s Legal Service (Competition team) in Brussels.

Ms. Ingen-Housz is a graduate of Paris II-Panthéon Assas School of Law in Paris and Harvard Law School in the

U.S. She also holds an economics degree from Sciences Po in Paris. Ms. Ingen-Housz was born in Paris, France

in 1975.

Ralph Gilles - Ralph Gilles is Chief Design Officer. Mr. Gilles previously had design responsibility for the

Chrysler, Dodge, Jeep, Ram, Maserati and FIAT (for Latin America) brands.

Mr. Gilles joined Chrysler Corporation in 1992 as a designer and held roles of increasing responsibility at both

Chrysler and then FCA, including Senior Vice President – Product Design; President and CEO, Dodge Car

Brand; President and CEO, SRT Brand and Motorsports. In 2015, he was appointed Chief Design Officer for FCA

and a member of the FCA Group Executive Council.

Mr. Gilles holds a Bachelor of Fine Arts in Industrial Design from the College for Creative Studies, where he also

serves on the Board of Trustees. He also holds an MBA from Michigan State University. Mr. Gilles was born in

Manhattan, New York (U.S.) in 1970.

Giorgio Fossati – Giorgio Fossati is General Counsel. He was appointed Corporate General Counsel of FCA in

November 2014. Previously, Mr. Fossati was General Counsel of FIAT, a position to which he was appointed in

2011. Previously he had been General Counsel of Fiat Auto since 2002, following other positions of increasing

responsibility within the FIAT Legal department. Prior to that, Mr. Fossati worked in positions of increasing

responsibility in the legal department at Iveco S.p.A.

Mr. Fossati earned his master’s degree in law from the University of Turin School of Law. He was born in

Orbassano, Italy in 1961.

Bonnie Van Etten - Bonnie Van Etten is Chief Accounting Officer. She also has responsibility for Global Finance

Transformation.

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Ms. Van Etten began her career at PricewaterhouseCooopers in 1997, progressing to be a Director in the Global

Capital Markets Group. In 2006, she joined American Express as Vice President, Controller - Technical

Accounting Advisory Group, based in Singapore. In 2010, she joined Chrysler Group as Head of Technical

Accounting and following other positions of increasing responsibility she was appointed Group Chief Accounting

Officer of FCA in 2017. She was appointed Chief Accounting Officer of Stellantis in 2021. In 2024, Ms. Van Etten

joined Masco Corporation as Chief Accounting Officer and Controller. She rejoined Stellantis in 2025 as Chief

Accounting Officer.

Ms. Van Etten earned her bachelor’s degree in accounting and finance, summa cum laude, from Anderson

University. She was born in Indianapolis, Indiana (U.S.) in 1975.

Senior Management

The aggregate compensation expense for the members of Senior Management listed above was €30 million for

the year ended December 31, 2025, which included €6 million for share-based compensation expense, €1

million for short-term employee benefits and €3 million for pension and similar benefits.

Articles of Association and Information on Stellantis Shares

The following is a summary of material information relating to Stellantis common shares, including summaries of

certain provisions of the Articles of Association, the terms and conditions in respect of Stellantis special voting

shares (the “Terms and Conditions of Special Voting Shares”), and the applicable Dutch law provisions in effect

at the date of this report. The summaries of the Articles of Association and the Terms and Conditions of Special

Voting Shares as set forth in this report are qualified in their entirety by reference to the full text of the Articles of

Association and the Terms and Conditions of Special Voting Shares.

Share Capital

The authorized share capital of Stellantis amounts to €90,000,000, divided into 4,500,000,000 common shares

with a nominal value of €0.01 each, 4,499,750,000 class A special voting shares and 250,000 class B special

voting shares.

As of February 25, 2026, the share capital of the Company consisted of: 2,903,716,295 common shares,

866,522,224 Class A special voting shares and nil Class B special voting shares.

Stellantis common shares and special voting shares have been created under the laws of the Netherlands.

Stellantis common shares are registered shares represented by an entry in the shareholders’ register of

Stellantis. The Board of Directors may determine that, for the purpose of trading and transfer of shares on a

foreign stock exchange, share certificates will be issued in such a form as will comply with the requirements of

such a foreign stock exchange and Dutch law. A register of shareholders is maintained by Stellantis in the

Netherlands and a branch register is maintained in the U.S. on Stellantis’ behalf by Computershare Trust

Company, N.A., which serves as Stellantis’ branch registrar and transfer agent in the U.S.

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Beneficial interests in Stellantis common shares that are traded on the NYSE are held through the book-entry

system provided by The Depository Trust Company (“DTC”) and are registered in Stellantis’ register of

shareholders in the name of Cede & Co., as DTC’s nominee. Beneficial interests in Stellantis common shares

traded on Euronext Milan are held through Monte Titoli S.p.A., the Italian central clearing and settlement system,

as a participant (through Euroclear Bank) in DTC. Beneficial interests in Stellantis common shares traded on

Euronext Paris are held through Euroclear France and its intermediaries Euroclear Bank and J.P. Morgan, the

latter acting as a participant in DTC.

Special voting shares are registered shares represented by an entry in the shareholders’ register of Stellantis.

No share certificates have been issued with respect to the special voting shares. No right of pledge may be

established on special voting shares and the voting rights attributable to special voting shares may not be

assigned to an usufructuary.

Additional information on Stellantis’ equity as of December 31, 2025, is contained in Note 28, Equity, within the

Consolidated Financial Statements included elsewhere in this report for additional information.

Directors

Set forth below is a summary of the material provisions of the Articles of Association relating to our Directors.

This summary does not restate the Articles of Association in their entirety.

The members of the Board of Directors are appointed by the AGM, taking into account the nomination rights set

out in the Articles of Association and further described under “Nomination Rights”.

The initial term of office of each of the Chairman, Senior Independent Director, and Vice Chairman is five years,

in each case beginning on the Governance Effective Time and therefore the term of their office will expire

immediately after the close of the AGM to be held in 2026. In accordance with Article 19.10 of the Company’s

articles of association, the term of office of directors will in principle be for a period of two years and,

accordingly, the term of office for the newly appointed CEO will end immediately after the close of the AGM to be

held in 2027. Under Articles of Association, after the initial term, the term of office of the Directors is for a period

of two years, provided that unless a Director has resigned at an earlier date the term of office shall lapse

immediately after the close of the first AGM held two years following the appointment: therefore, for each of the

other Directors appointed by the 2025 AGM, after the initial term, it will expire immediately after the close of the

AGM to be held in 2027. Each Director may be reappointed for an unlimited number of terms.

Stellantis has a policy in respect of the remuneration of the members of the Board of Directors. With due

observation of the remuneration policy, the Board of Directors may determine the remuneration for Directors in

respect of the performance of their duties. The Board of Directors must submit plans to award shares or the right

to subscribe for shares to the AGM for its approval.

Stellantis shall not grant the Directors any personal loans or guarantees.

Additional information on the Board of Directors is contained in the Report of the Non-Executive Directors

included elsewhere in this report.

Nomination Rights

The Articles of Association provide for certain rights of Exor, EPF/Peugeot Invest and BPI (each a “Nominating

Shareholder”) to nominate the number of Directors mentioned below for future terms of office of the Board of

Directors. In particular, and subject to the terms and conditions set forth in the Articles of Association:

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•Exor shall have the right to nominate two directors;

•BPI (or EPF/Peugeot Invest, as further described below) shall have the right to nominate one director; and

•EPF/Peugeot Invest shall have the right to nominate one director.

Notwithstanding the above:

•if the number of Stellantis common shares held by BPI, and/or any of its affiliates, or EPF/Peugeot Invest, and/

or any of their affiliates, falls below the number of shares corresponding to five percent of the issued and

outstanding Stellantis common shares, such shareholder will no longer be entitled to nominate a Director (in

which case, any Director nominated by BPI or EPF/Peugeot Invest, as the case may be, will be required to

resign as promptly as reasonably practicable (and in any case, within ten days of the relevant threshold no

longer being met)); and

•if, at any time within the six years following the Governance Effective Time or on the sixth anniversary of the

Effective Time, both (i) the number of Stellantis common shares held by EPF/Peugeot Invest and/or their

affiliates increases to a number of shares corresponding to eight percent or more of the issued and

outstanding Stellantis common shares and (ii) the number of Stellantis common shares held by BPI and/or its

affiliates falls below the number of shares corresponding to five percent of the issued and outstanding

Stellantis common shares, then EPF/Peugeot Invest will be entitled to nominate a second Director to the Board

of Directors in replacement of the BPI nominee (the “EPF/Peugeot Invest Additional Director”).

As an exception to the foregoing paragraph, if at any time within the six years following the Effective Time:

•the number of Stellantis common shares held by BPI and its affiliates, on the one hand, or EPF/Peugeot Invest

and their affiliates, on the other hand, represents between four percent and five percent of the issued and

outstanding Stellantis common shares (the “Threshold Stake”);

•either BPI or EPF/Peugeot Invest has not otherwise lost its right to nominate a Director in accordance with the

preceding paragraph; and

•the number of Stellantis common shares held by BPI, EPF/Peugeot Invest and their respective affiliates

represents, in aggregate, eight percent or more of the issued and outstanding Stellantis common shares,

the Nominating Shareholder which holds the Threshold Stake will maintain its right to nominate a Director to the

Board of Directors until the sixth anniversary of the Effective Time (it being understood that while BPI is entitled

to nominate a Director pursuant to this exception, EPF/Peugeot Invest will not be entitled to nominate the EPF/

Peugeot Invest Additional Director).

Additionally, Exor’s right to nominate representative(s) to the Board of Directors will decrease in the event Exor

and/or its affiliates reduce their equity ownership in Stellantis as follows:

•if the number of shares held by Exor and/or its affiliates falls below the number of shares corresponding to

eight percent of the issued and outstanding Stellantis common shares, Exor will be entitled to nominate one

Director instead of two; and

•if the number of shares held by Exor and/or its affiliates falls below the number of shares corresponding to five

percent of the issued and outstanding Stellantis common shares, Exor will no longer be entitled to nominate a

Director.

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In such cases, the Director designated by Exor for resignation from among the Directors nominated by Exor will

be required to resign as promptly as reasonably practicable (and in any case, within ten days of the relevant

threshold no longer being met) after the number of Stellantis common shares held by Exor and/or its affiliates

falls below the applicable threshold.

Any event or series of events (including any issue of new shares) other than a transfer (including transfer under

universal title) of Stellantis common shares will be disregarded for the purpose of determining whether the

applicable Nominating Shareholder reaches the relevant threshold(s).

Pursuant to the Articles of Association, the AGM may at all times overrule a binding nomination for the

appointment of a Director by a two-thirds majority of the votes cast, with such two-thirds majority of the votes

cast representing more than half of the issued and outstanding share capital of Stellantis.

Additionally, the Articles of Association provide that the nomination rights of a Nominating Shareholder lapse

upon a Change of Control of such Nominating Shareholder. A “Change of Control” is defined in Article 1.1. of the

Articles of Association as any direct or indirect transfer carried out by a shareholder that is not an individual

through one or a series of related transactions as a result of which (i) a majority of the voting rights in such

shareholder; (ii) the de facto ability to direct the casting of a majority of the votes exercisable at general

meetings of such shareholder; and/or (iii) the ability to appoint or remove a majority of the directors, executive

directors or board members or executive officers of such shareholder or to direct the casting of a majority of the

voting rights at meetings of the board of directors, management board or similar governing body of such

shareholder has been transferred to the transferee of such shares, provided that no Change of Control will be

deemed to have occurred if (a) the transfer of ownership and/or control is an intragroup transfer under the same

controlling person, (b) the transfer of ownership and/or control is the result of the succession or the liquidation of

assets between spouses or the inheritance, inter vivos donation or other transfer to a spouse or a relative up to

and including the fourth degree, (c) the fair market value of the Qualifying Common Shares (as defined under

“—Loyalty Voting Structure”) held by such shareholder represents less than 20 percent of the total assets of the

Transferred Group at the time of the transfer and the Qualifying Common Shares held by such shareholder, in

the sole judgment of Stellantis, are not otherwise material to the Transferred Group or the change of control

transaction.

Article 1.1 of the Articles of Association defines “Transferred Group” as the relevant shareholder together with its

affiliates, if any, over which control was transferred as part of the same Change of Control transaction.

No Liability to Further Capital Calls

All of the outstanding Stellantis common shares and special voting shares are fully paid and non-assessable.

Discriminating Provisions

Except for the voting limitations described in this section under “—AGM and Voting Rights —Voting Limitations”,

there are no provisions of the Articles of Association that discriminate against a shareholder because of its

ownership of a certain number of shares.

Issuance of shares

The AGM, or alternatively the Board of Directors if it has been designated to do so at the AGM, shall have

authority to resolve on any issuance of shares and rights to subscribe for shares.

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The Board of Directors was irrevocably authorized, for a period of three years from January 16, 2021 to issue

common shares and rights to subscribe for common shares up to in aggregate (i) ten percent of the issued

common shares for general corporate purposes as of January 16, 2021, plus (ii) an additional ten percent of the

issued common shares as of such date, if the issuance and/or the granting of rights to subscribe for common

shares occurs in connection with the acquisition of an enterprise or a corporation, or, if such issuance and/or the

granting of rights to subscribe for common shares is otherwise necessary in the opinion of the Board of

Directors. The Board of Directors was also designated, for a period of three years from January 16, 2021, as the

authorized body to limit or exclude the rights of pre-emption of shareholders in connection with the foregoing

authority of the Board of Directors to issue Stellantis common shares and grant rights to subscribe for Stellantis

common shares. Refer to the “Rights of Pre-emption” section elsewhere in this report. The AGM held on April 13,

2023, April 16, 2024 and April 15, 2025 resolved to extend the authorization of the Board of Directors as per the

date it lapses for a period of 18 months. Current authorization, resolved by AGM held on April 15, 2025 will lapse

on October 14, 2026. The authorization is limited to 10 percent of the issued common shares for general

corporate purposes as per the date of the 2025 AGM (April 15, 2025) and can be used for any and all purposes.

The AGM, or the Board of Directors if so designated in accordance with the Articles of Association, shall decide

on the price and the further terms and conditions of issuance, with due observance of what is required in relation

thereto under Dutch law and the Articles of Association.

If the Board of Directors is designated by the AGM to have authority to decide on the issuance of shares or

rights to subscribe for shares, such a designation shall specify the class of shares and the maximum number of

shares or rights to subscribe for shares that can be issued under such a designation. When making such

designation the duration of the Board of Directors’ relevant authority, which shall not be for more than five years,

shall be resolved upon at the same time. The designation may be extended from time to time for periods not

exceeding five years. The designation may not be withdrawn unless otherwise provided in the resolution in

which the designation is made.

Payment for shares shall be made in cash unless another form of consideration has been agreed. Payment in a

currency other than Euro may only be made with the consent of the Board of Directors.

Rights of Pre-emption

Under Dutch law and the Articles of Association, each Stellantis shareholder has a right of pre-emption in

proportion to the aggregate nominal value of its common shares upon the issuance of new Stellantis common

shares, or the granting of rights to subscribe for Stellantis common shares. Exceptions to this right of pre-

emption include the issuance of new Stellantis common shares, or the granting of rights to subscribe for

Stellantis common shares: (i) to employees of Stellantis or another company of Stellantis pursuant to an equity

incentive plan of Stellantis; (ii) against payment in kind (contribution other than in cash); and (iii) to persons

exercising a previously granted right to subscribe for Stellantis common shares. Shareholders do not have any

right of pre-emption in connection with the issuance of special voting shares. Rights of pre-emption may be

exercised during a period of at least two weeks after the announcement of an issuance of new Stellantis

common shares in the Dutch State Gazette.

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The AGM may resolve to limit or exclude the rights of pre-emption upon an issuance of Stellantis common

shares, which resolution requires approval of at least two-thirds of the votes cast if less than one-half of the

issued and outstanding share capital is present or represented at the AGM. If more than one-half of the issued

and outstanding share capital is present or represented at the AGM, an absolute majority of the votes cast is

required. The Articles of Association, or the AGM, may also designate the Board of Directors to resolve to limit or

exclude the rights of pre-emption in relation to the issuance of Stellantis common shares. Pursuant to Dutch law,

the designation by the AGM may be granted to the Board of Directors for a specified period of time of not more

than five years and only if the Board of Directors has also been designated or is simultaneously designated the

authority to resolve to issue Stellantis common shares. In the proposal to the AGM in respect of the Board of

Directors’ authority to resolve to limit or exclude such rights of pre-emption, the reasons for the proposal and the

choice of the intended price of issue will be explained in writing.

Repurchase of Shares

Upon agreement with the relevant shareholder, Stellantis may acquire fully paid-up shares in its own share

capital at any time for no consideration (om niet), or, subject to certain provisions of Dutch law and the Articles of

Association, for consideration if: (i) Stellantis’ shareholders’ equity less the payment required to make the

acquisition does not fall below the sum of called-up and paid-in share capital and any reserves to be maintained

pursuant to Dutch law and the Articles of Association; (ii) Stellantis would thereafter not hold a pledge over

Stellantis common shares, or together with its subsidiaries, hold Stellantis common shares with an aggregate

nominal value exceeding 50 percent of Stellantis’ issued share capital; and (iii) the Board of Directors has been

authorized to do so by the AGM.

Stellantis’ equity, as shown in the last confirmed and adopted balance sheet, after deduction of the acquisition

price for shares in the share capital of Stellantis, the amount of the loans as referred to in Article 2:98c of the

Dutch Civil Code and distributions from profits or reserves to any other persons that became due by the

Company and its subsidiary companies after the date of the balance sheet, shall be decisive for purposes of

items (i) and (ii) referred to in the immediately preceding paragraph. If no annual accounts have been confirmed

and adopted when more than six months have expired after the end of any financial year, then an acquisition in

reliance on the immediately preceding paragraph shall not be allowed until the relevant annual accounts are

adopted.

The acquisition of fully paid-up shares by Stellantis other than for no consideration (om niet) requires

authorization by the AGM. Such authorization may be granted to the Board of Directors for a period not

exceeding 18 months and shall specify the number of shares, the manner in which the shares may be acquired

and the price range within which shares may be acquired. The authorization is not required for the acquisition by

Stellantis of shares for employees of Stellantis, or another company of Stellantis, under a scheme applicable to

such employees and no authorization is required for repurchase of shares acquired in certain other limited

circumstances in which the acquisition takes place by operation of law, such as pursuant to mergers or

demergers. In case of acquisition of shares by Stellantis for employees of Stellantis, such shares must be

officially listed on the price list of an exchange.

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Stellantis may, including jointly with its subsidiaries, hold Stellantis common shares in its own capital exceeding

one-tenth of its issued and outstanding capital for no more than three years after acquisition of such Stellantis

common shares for no consideration (om niet) or in certain other limited circumstances in which the acquisition

takes place by operation of law, such as pursuant to mergers or demergers. Any Stellantis common shares held

by Stellantis in excess of the amount permitted shall transfer to all members of the Board of Directors jointly at

the end of the last day of such three-year period. Each member of the Board of Directors shall be jointly and

severally liable to compensate Stellantis for the value of the Stellantis common shares at such a time, with

interest payable at the statutory rate on such shares. The term “Stellantis common shares” as used in this

paragraph shall include depositary receipts for shares and shares in respect of which Stellantis holds a right of

pledge.

No votes may be cast at an AGM on behalf of the Stellantis common shares held by Stellantis or its subsidiaries.

In addition, no voting rights may be cast at an AGM in respect of Stellantis common shares for which depositary

receipts have been issued that are owned by Stellantis. Nonetheless, the holders of a right of usufruct or pledge

in respect of shares held by Stellantis and its subsidiaries in Stellantis share capital are not excluded from the

right to vote on such shares if the right of usufruct or pledge was granted prior to the time such shares were

acquired by Stellantis or its subsidiaries. Neither Stellantis nor any of its subsidiaries may cast votes in respect of

a share on which it or its subsidiaries holds a right of usufruct or pledge.

Reduction of Share Capital

The Stellantis common shares held in treasury by Stellantis and all issued class A special voting shares may be

cancelled, and the nominal value of shares may be reduced, with the approval of the AGM.

A resolution to reduce the share capital requires a majority of at least two-thirds of the votes cast at the AGM if

less than one-half of the issued and outstanding share capital is present or represented at the meeting. If more

than one-half of the issued and outstanding share capital is present or represented at an AGM, an absolute

majority of the votes cast is required.

Class A special voting shares may be cancelled by resolution taken by a majority of at least two-thirds of the

votes cast at an AGM, subject to the approval of the meeting of holders of the class A special voting shares.

Cancellation of class A special voting shares shall take place without repayment of the nominal value of the

special voting shares, and such nominal value shall be added to the special capital reserve.

Any reduction of the nominal value of the Stellantis common shares without repayment must be made pro rata on

all common shares. Any reduction of the nominal value of the special voting shares shall take place without

repayment.

A partial repayment on Stellantis common shares shall only be allowed in implementation of a resolution to

reduce the nominal value of the Stellantis common shares. Such partial repayment must be made in respect of

all Stellantis common shares on a pro rata basis. The pro rata requirement may be waived with the consent of all

the holders of Stellantis common shares.

Any proposal for a cancellation or reduction of nominal value is subject to general requirements of Dutch law

with respect to reductions of share capital.

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Transfer of Shares

In accordance with the provisions of Dutch law, pursuant to Article 13 of the Articles of Association, the transfer

of Stellantis common shares or the creation of a right in rem in such shares requires a deed intended for that

purpose and, save when Stellantis is a party to the deed, written acknowledgment by Stellantis of the transfer.

Common shares that have been entered into DTC’s book-entry system will be registered in the name of Cede &

Co. as nominee for DTC and transfers of beneficial ownership of shares held through DTC will be effected by

electronic transfer made by DTC participants. Article 13 of the Articles of Association does not apply to the

trading of such Stellantis common shares on a regulated market or the equivalent of a regulated market.

Transfers of shares held outside of (i) DTC or another direct registration system maintained by Computershare

Trust Company, N.A., Stellantis’ transfer agent in New York, (ii) Monte Titoli S.p.A. or (iii) Euroclear France

(collectively, the “Regular Trading Systems”) and not represented by certificates are effected by a deed

intended for that purpose (including a stock transfer instrument) and, save where Stellantis is a party to the

deed, require written acknowledgement by Stellantis. Transfer of common shares for which registered

certificates have been issued is effected by presenting and surrendering the certificates to the transfer agent. A

valid transfer requires the registered certificates to be properly endorsed for transfer as provided for in the

certificates and accompanied by proper instruments of transfer and stock transfer tax stamps for, or funds to

pay, any applicable stock transfer taxes. Stellantis may acknowledge the transfer by making an annotation on

such certificate as proof of the acknowledgement or by replacing the surrendered certificate by a new share

certificate registered in the name of the transferee.

Stellantis common shares are freely transferable. The Stellantis common shares registered in the Loyalty

restrictions described under “—AGM and Voting Rights—General Meetings and —Loyalty Voting Structure—

Terms and Conditions of the Special Voting Shares—Withdrawal of Special Voting Shares”.

Exchange Controls and Other Limitations Affecting Shareholders

Under Dutch law, there are no exchange control restrictions on investments in, or payments on, Stellantis

common shares. There are no special restrictions in the Articles of Association or Dutch law that limit the right of

shareholders who are not citizens or residents of the Netherlands to hold or vote Stellantis common shares.

Annual Accounts and Independent Auditor

Stellantis’ financial year is the calendar year. Within four months after the end of each financial year, the Board of

Directors shall prepare and publish the annual accounts, consisting of a balance sheet, a profit and loss

account and explanatory notes and which must be accompanied by an annual report and an auditor’s report,

alongside any other information that would need to be made public in accordance with the applicable provisions

of law and the requirements of any stock exchange on which Stellantis common shares are listed. Stellantis shall

make such annual accounts, annual report, and auditor’s report available for inspection at Stellantis’ office. All

members of the Board of Directors are required to sign the annual accounts and in case the signature of any

member is missing, the reason for this must be stated. The annual accounts are to be adopted by the AGM. The

annual accounts, the annual report and independent auditor’s report are made available through Stellantis’

website to the shareholders for review as from the day of the notice convening the AGM. If it is justified in view of

Stellantis’ activities or the international structure of its Company, as determined by the Board of Directors,

Stellantis’ annual accounts or its consolidated accounts may be prepared in a currency other than Euro.

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Payment of Dividends

Stellantis may make distributions to the shareholders and other persons entitled to distributions only to the extent

that its shareholders’ equity exceeds the sum of the paid-up and called-up portion of the share capital and the

reserves that must be maintained in accordance with Dutch law and the Articles of Association. No distribution

of profits or other distributions may be made to Stellantis itself for shares that Stellantis holds in its own share

capital.

Stellantis may make a distribution of profits to the shareholders after the adoption of its statutory annual

accounts. The Board of Directors, or the AGM upon a proposal of the Board of Directors, may resolve to make

distributions from Stellantis’ share premium reserve or from any other reserve (other than the special capital

reserve), provided that payments from reserves other than the Special Voting Shares Dividend Reserve may only

be made to holders of Stellantis common shares.

Holders of special voting shares shall not receive any dividends in respect of the special voting shares;

however, Stellantis shall maintain a separate dividend reserve for the special voting shares (“Special Voting

Shares Dividend Reserve”) for the sole purpose of the allocation of the mandatory minimal profits that accrue to

the special voting shares (as further described under “—Loyalty Voting Structure —AGM and —Voting Rights—

General Meetings”). A distribution from the Special Voting Shares Dividend Reserve or the (partial) release of the

Special Voting Shares Dividend Reserve, shall require a prior proposal from the Board of Directors and a

subsequent resolution of the meeting of holders of special voting shares, and shall be made exclusively to the

holders of special voting shares in proportion to the aggregate nominal value of their special voting shares.

From the profits shown in the annual accounts, as adopted, such amounts shall be reserved as the Board of

Directors may determine. The profits remaining thereafter shall first be applied to allocate and add to the Special

Voting Shares Dividend Reserve an amount equal to one percent of the aggregate nominal amount of all special

voting shares outstanding at the end of the financial year to which the annual accounts pertain. The special

voting shares shall not carry any other entitlement to the profits.

Insofar as the profits have not been distributed or allocated to the reserves, they may, by resolution of the AGM,

be distributed as dividends on the Stellantis common shares only. The Board of Directors may resolve that

distributions will be made payable either in Euro or in another currency. The Board of Directors, or the AGM

upon a proposal by the Board of Directors, may resolve that a distribution will, wholly or partially, be made other

than in cash, including in the form of Stellantis common shares or shares in another listed company, provided

that, in case of a distribution in the form of Stellantis common shares, the Board of Directors has been

designated as the body competent to pass a resolution for the issuance of shares.

The Board of Directors will have the power to declare one or more interim dividends or other distributions,

subject to certain provisions of Dutch law and certain conditions set forth in the Articles of Association.

Dividends and other distributions will be made payable in the manner and at such date(s) as the Board of

Directors or the AGM upon a proposal by the Board of Directors will determine.

The right to dividends and distributions shall lapse if the dividends or distributions are not claimed within five

years following the day after the date on which they first became payable. Any dividends or other distributions

made in violation of the Articles of Association or Dutch law shall have to be repaid by the shareholders who

knew, or should have known, of such violation.

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Information on the payment of dividends is contained in the section “OTHER INFORMATION” elsewhere in this

report.

Amendments to the Articles of Association, including Variation of Rights

A resolution of the AGM to amend the Articles of Association or to wind up Stellantis may be approved only if

proposed by the Board of Directors and approved by a vote of an absolute majority of the votes cast, provided

that a resolution to amend Stellantis’ corporate seat and/or place of effective management will require a majority

of at least two-thirds of the votes cast.

The rights of shareholders may be changed only by amending the Articles of Association in compliance with

Dutch law, provided that rights specific to nominating shareholders set out in the Articles of Association cannot

be amended without the prior written approval of such shareholder.

Dissolution and Liquidation

The AGM may resolve to dissolve Stellantis upon a proposal of the Board of Directors thereto. In the event of

dissolution, Stellantis will be liquidated in accordance with Dutch law and the Articles of Association and the

liquidation shall be arranged by the members of the Board of Directors, unless the AGM appoints other

liquidators. The AGM will appoint, and decide on the remuneration of, the liquidators. During liquidation, the

provisions of the Articles of Association will remain in force as long as possible.

If Stellantis is dissolved and liquidated, whatever remains of Stellantis’ equity after all its debts have been

discharged shall first be applied to distribute the aggregate balance of share premium reserves and other

reserves (other than the Special Voting Shares Dividend Reserve) to holders of Stellantis common shares in

proportion to the aggregate nominal value of Stellantis common shares held by each holder; secondly, from any

balance remaining, an amount equal to the aggregate amount of the nominal value of Stellantis common shares

will be distributed to the holders of Stellantis common shares in proportion to the aggregate nominal value of

Stellantis common shares held by each of them; thirdly, from any balance remaining, an amount equal to the

aggregate amount of the Special Voting Shares Dividend Reserve will be distributed to the holders of special

voting shares in proportion to the aggregate nominal value of the special voting shares held by each of them;

fourthly, from any balance remaining, the aggregate amount of the nominal value of the special voting shares will

be distributed to the holders of special voting shares in proportion to the aggregate nominal value of the special

voting shares held by each of them; and, lastly, any balance remaining will be distributed to the holders of

Stellantis common shares in proportion to the aggregate nominal value of Stellantis common shares held by

each of them.

Liability of Directors

Under Dutch law, the management of a company with a one-tier board structure like Stellantis is a joint

undertaking and each member of the Board of Directors can be held jointly and severally liable to Stellantis for

damages in the event of improper or negligent performance of his or her duties. Furthermore, members of the

Board of Directors can be held liable to third parties based on tort pursuant to certain provisions of the Dutch

Civil Code. All Directors are jointly and severally liable for failure of one or more Directors. However, an individual

Director may be exempted from liability if he or she proves that he or she cannot be held culpable for the

mismanagement and that he or she has not been negligent in seeking to prevent the consequences of the

mismanagement. In this regard a Director may, however, refer to the allocation of tasks between the Directors. In

certain circumstances, Directors may incur additional specific civil and criminal liabilities.

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Election and Removal of Directors

Any Director may be suspended or dismissed at any time by resolution of the AGM. A resolution of the AGM to

suspend or dismiss a Director appointed upon a binding nomination will require a majority of at least two-thirds

of the votes cast, with such two-thirds majority of the votes cast representing more than half of the issued and

outstanding share capital, unless the person who made the binding nomination for such Director supports the

suspension or dismissal (as the case may be), in which case an absolute majority of the votes cast is required.

Loyalty Voting Structure

Stellantis adopted the loyalty voting structure as summarized below on January 17, 2021.

Shareholders of Stellantis may at any time elect to participate in the loyalty voting structure by requesting that

Stellantis registers all or some of their common shares in a separate register (the “Loyalty Register”). The

registration of common shares in the Loyalty Register blocks such shares from trading in the Regular Trading

Systems. If such number of common shares (the “Electing Common Shares”) have been registered in the Loyalty

years in the name of the same shareholder (such a share a “Qualifying Common Share”), the relevant

shareholder becomes eligible to receive one class A special voting share for each Qualifying Common Share. If,

at any time, such common shares are de-registered from the Loyalty Register for whatever reason, the relevant

shareholder shall lose its entitlement to hold a corresponding number of special voting shares. From January 17,

2021, shareholders will only be able to receive class A special voting shares and not class B special voting

shares. Class B special voting shares were created at the Governance Effective Time in order to be held by FCA

shareholders (other than Exor) who held FCA special voting shares prior to such time. In December 2022 all

class B special voting shares were exchanged for class A special voting shares in accordance with the Terms

and Conditions of Special Voting Shares. On June 20, 2024, the remaining number of class B special voting

shares was cancelled in accordance to the resolution adopted by the AGM on April 16, 2024.

A holder of Electing Common Shares or Qualifying Common Shares may at any time request the de-registration

of some or all of the number of such shares from the Loyalty Register, which will allow such shareholder to freely

trade such common shares. From the moment of such a request, the holder of Electing Common Shares or

Qualifying Common Shares shall be considered to have waived his or her rights to cast any votes associated

with such special voting shares to be de-registered from the Loyalty Register. Upon the de-registration from the

Loyalty Register, the relevant number of common shares will therefore cease to be Electing Common Shares or

Qualifying Common Shares. Any de-registration request would automatically trigger a mandatory transfer

requirement pursuant to which the relevant special voting shares will be acquired by Stellantis for no

consideration (om niet) in accordance with the Terms and Conditions of Special Voting Shares.

Stellantis common shares are freely transferable. However, any transfer or disposal of Stellantis common shares

with which special voting shares are associated would trigger the de-registration of such common shares from

the Loyalty Register and the transfer of all relevant special voting shares to Stellantis. Special voting shares are

not admitted to listing and are transferable only in very limited circumstances (including, among other things,

transfers to affiliates or to relatives through succession, donation, or other transfers, provided that the

corresponding Qualifying Common Shares are also transferred to such party, or transfers with the approval of

the Board of Directors). In particular, no shareholder shall, directly or indirectly: (a) sell, dispose of or transfer

any special voting share or otherwise grant any right or interest in any special voting share, other than as

permitted pursuant to the Articles of Association or the Terms and Conditions of Special Voting Shares; or (b)

create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over any special voting

share or any interest in any special voting share.

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The purpose of the loyalty voting structure is to grant long-term shareholders an extra voting right by means of

granting a special voting share (shareholders holding special voting shares are entitled to exercise one vote for

each special voting share held and one vote for each Stellantis common share held), without entitling such

shareholders to any economic rights, other than those pertaining to the common shares. However, under Dutch

law, the special voting shares cannot be totally excluded from economic entitlements. As a result, pursuant to

the Articles of Association, holders of special voting shares are entitled to a minimum dividend, which is

allocated to a separate special voting shares dividend reserve (the “Special Voting Shares Dividend Reserve”).

A distribution from the Special Voting Shares Dividend Reserve or the (partial) release of the Special Voting

Shares Dividend Reserve will require a prior proposal from the Board of Directors and a subsequent resolution of

the meeting of holders of special voting shares. The powers to vote upon the distribution from the Special Voting

Shares Dividend Reserve and the cancellation of all class A special voting shares are the only powers that are

granted to that meeting pursuant to the Articles of Association, which can only be convened by the Board of

Directors as it deems necessary. The special voting shares do not have any other economic entitlement.

Section 11 of the Terms and Conditions of Special Voting Shares includes liquidated damages provisions

intended to discourage any attempt by holders to violate the Terms and Conditions of Special Voting Shares.

These liquidated damages provisions may be enforced by Stellantis by means of a legal action brought by

Stellantis in the courts of Amsterdam, the Netherlands. In particular, a violation of the provisions of the Terms

and Conditions of Special Voting Shares concerning the transfer of special voting shares may lead to the

imposition of liquidated damages.

Pursuant to Section 13 of the Terms and Conditions of Special Voting Shares, any amendment to the Terms and

Conditions of Special Voting Shares (other than merely technical, non-material amendments) may only be made

with the approval of the shareholders at an AGM.

Special Voting Shares Foundation

Pursuant to the Articles of Association, Stichting Stellantis SVS, a Dutch foundation (stichting) (the “SVS

Foundation”) has an option right to subscribe for a number of class A special voting shares up to the number of

class A special voting shares included in the Company’s authorized share capital from time to time. This option

right can only be exercised by the SVS Foundation to facilitate the loyalty voting structure as set forth in the

Articles of Association and the Terms and Conditions of Special Voting Shares. An option right has been granted

to the SVS Foundation for an unlimited period and is intended to ensure that holders of Qualifying Common

Shares in the future will receive their special voting shares without requiring a resolution from the AGM. Under

the structure of the SVS Foundation, once a shareholder of the Company becomes entitled to receive one

special voting share for each Qualifying Common Share, the Company issues such special voting shares to the

SVS Foundation pursuant to the SVS Foundation’s exercise of its option right and, thereafter, the SVS Foundation

transfers the special voting shares to such shareholder. Issuing shares to the SVS Foundation is a technical

device to ensure that special voting shares will be available for issue to eligible shareholders once such

shareholders acquire the right to the special voting shares.

Terms and Conditions of the Special Voting Shares

The Terms and Conditions of Special Voting Shares apply to the issuance, allocation, acquisition, holding,

repurchase and transfer of special voting shares in the issued share capital of Stellantis and to certain aspects

of Electing Common Shares, Qualifying Common Shares and Stellantis common shares which are registered in

the Loyalty Register.

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Special Capital Reserve

Stellantis will maintain a separate capital reserve for the purpose of facilitating any issuance or cancellation of

special voting shares. No distribution shall be made from the special capital reserve, except that the Board of

Directors shall be authorized to resolve upon (i) any distribution out of the special capital reserve to pay up

special voting shares or (ii) re-allocation of amounts to credit or debit the special capital reserve against or in

favor of the share premium reserve.

Withdrawal of Special Voting Shares

Following a mandatory transfer to Stellantis of special voting shares after a de-registration of Qualifying Common

Shares from the Loyalty Register, Stellantis may continue to hold the special voting shares as treasury stock, but

will not be entitled to vote any such treasury stock. Alternatively, Stellantis may withdraw and cancel the special

voting shares held in treasury, as a result of which the nominal value of such shares will be allocated to the

special capital reserves of Stellantis. Stellantis may also cancel all issued and outstanding class A special voting

shares subject to approval of the meeting of holders of the class A special voting shares. Consequently, the

loyalty voting feature will terminate as to the relevant Qualifying Common Shares being deregistered from the

Loyalty Register. No shareholder required to transfer special voting shares to Stellantis pursuant to the Terms

and Conditions of Special Voting Shares will be entitled to any consideration for such special voting shares and

each shareholder expressly waives any rights in that respect as a condition to participation in the loyalty voting

structure.

Change of Control

A shareholder with common shares registered in the Loyalty Register must promptly notify Stellantis in the event

of a Change of Control with respect to such shareholder and must make a de-registration request with respect to

his or her Qualifying Common Shares or Electing Common Shares registered in the Loyalty Register. The de-

registration request leads to a withdrawal of the special voting shares as described under “—Withdrawal of

Special Voting Shares”. Notwithstanding Stellantis not receiving any such notification, it may, upon becoming

aware of a Change of Control, initiate the de-registration of the relevant shareholder’s Qualifying Common

Shares or Electing Common Shares.

AGM and Voting Rights

AGM

At least one AGM shall be held every year, with such meeting to be held within six months after the close of the

financial year. The purpose of the AGM is, inter alia, the adoption of the annual accounts, the allocation of profits

(including the proposal to distribute dividends), granting discharge to Directors in respect of the performance of

their duties, the appointment of Directors, if applicable, and the discussion of any other item duly included in the

agenda.

Furthermore, general meetings of shareholders shall be held as often as the Board of Directors, the Chairman,

the Senior Independent Director, or the CEO deem it necessary to hold them or as otherwise required by Dutch

law (including in the event Stellantis’ equity has decreased to an amount equal to or less than one-half of the

paid-up and called-up part of Stellantis’ issued capital, as referred to in Section 2:108a of the Dutch Civil Code),

without prejudice to what is provided in the next paragraph.

Shareholders individually or jointly representing at least ten percent of the issued share capital may request in

writing, stating the matters to be dealt with, that the Board of Directors call an AGM.

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If the Board of Directors fails to take the necessary steps to ensure a meeting can be held within eight weeks,

then such shareholders may, on their application, be authorized by the interim provisions judge of the court

(voorzieningenrechter van de rechtbank) to convene an AGM. The interim provisions judge

(voorzieningenrechter van de rechtbank) shall reject the application if he or she is not satisfied that the

applicants have previously requested in writing, stating the exact subjects to be discussed, that the Board of

Directors convene an AGM.

General meetings of shareholders will be held in Amsterdam or Haarlemmermeer (including Schiphol Airport),

the Netherlands, and shall be called by the Board of Directors, the Chairman, the Senior Independent Director or

the CEO, in such manner as is required to comply with the law and the applicable stock exchange regulations,

no later than on the 42nd day prior to the day of the meeting. All convocations of general meetings of

shareholders and all announcements, notifications and communications to shareholders shall be made by

means of an announcement on Stellantis’ corporate website and such an announcement shall remain accessible

until the relevant AGM.

Any communication to be addressed to the AGM by virtue of Dutch law or the Articles of Association may be

either included in the notice referred to in the preceding sentence or, to the extent provided for in such notice,

on Stellantis’ corporate website and/or in a document made available for inspection at the office of Stellantis and

such other place(s) as the Board of Directors shall determine. Convocations of general meetings of shareholders

may be sent to shareholders entitled to attend through the use of an electronic means of communication to the

address provided by such shareholders to Stellantis for this purpose. The notice shall state the place, date and

hour of the meeting and the agenda of the meeting as well as the other information required by law and the

Articles of Association. An item proposed in writing by such a number of shareholders who, individually or in the

aggregate, hold at least three percent of Stellantis’ issued share capital, will be included in the notice or will be

announced in a manner similar to the announcement of the notice, provided that Stellantis has received the

relevant request, including the reasons for putting the relevant item on the agenda, no later than the 60th day

before the day of the meeting.

Convocation, Agenda, Minutes and Attendance

The agenda of the AGM shall contain, inter alia, the following items:

(a)adoption of the annual accounts;

(b)non-binding advisory vote on the remuneration report;

(c)discussion of the policy of Stellantis on additions to reserves and on dividends, if any;

(d)granting of discharge to the Directors in respect of the performance of their duties in the relevant financial

year;

(e)if applicable, the appointment of Directors;

(f)if applicable, the proposal to pay a dividend;

(g)if applicable, discussion of any substantial change in the corporate governance structure of Stellantis; and

(h)any matters decided upon by the person(s) convening the meeting and any matters placed on the agenda

with due observance of applicable Dutch law.

The Board of Directors will provide the AGM with all requested information, unless this would be contrary to an

overriding interest of Stellantis. If the Board of Directors invokes an overriding interest, it must give reasons.

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When convening an AGM, the Board of Directors shall determine that, for the purpose of Article 24 and Article

26 of the Articles of Association, persons with the right to vote or attend meetings will be considered those

persons who have these rights at the 28th day prior to the day of the meeting (the “Record Date”) and are

registered as such in a register to be designated by the Board of Directors for such purpose, irrespective of

whether they will have these rights at the date of the meeting. In addition to the Record Date, the notice of the

meeting shall further state the manner in which shareholders and other parties with meeting rights may register

for the meeting, the final registration date for that AGM (which final registration date will be the seventh day prior

to the meeting unless otherwise determined by the Board of Directors (the “Final Registration Date”)) and the

manner in which the right to vote or attend the meeting can be exercised.

The AGM shall be presided over by the Chairman, or, in his absence, by the Senior Independent Director or, in

the absence of both the Chairman and the Senior Independent Director, by the person chosen by the Board of

Directors to act as chairman for such meeting. One of the persons present designated for that purpose by the

chairman of the meeting shall act as secretary and take minutes of the business transacted. The minutes shall

be adopted by the chairman and secretary of the meeting and signed by them in witness of such adoption. The

minutes of the AGM shall be made available, on request, to shareholders no later than three months after the

end of the meeting, after which shareholders shall have the opportunity to react to the minutes in the following

three months. In the event an amendment to the minutes is required, the amended minutes will then be adopted

by the chairman and the secretary of the meeting and signed by them in witness of such adoption. If an official

notarial record is made of the business transacted at the meeting then minutes need not be drawn up and it

shall suffice that the official notarial record be signed by the notary.

As a prerequisite to attending the AGM and, to the extent applicable, exercising voting rights, the shareholders

and other persons entitled to attend the meeting shall be required to inform the Board of Directors in writing of

their intention to attend the AGM within the time frame mentioned in the convening notice. At the latest, this

notice must be received by the Board of Directors on the Final Registration Date. Shareholders and those

permitted by Dutch law to attend the general meetings of shareholders may choose to be represented at any

meeting by a proxy duly authorized in writing, provided they notify Stellantis in writing of their wish to be

represented at such time and place as shall be stated in the notice of the meeting. Such proxy is also authorized

in writing if the proxy is documented electronically. The Board of Directors may determine further rules

concerning the deposit of the powers of attorney; these shall be mentioned in the notice of the meeting. The

chairman of the meeting shall decide on the admittance to the meeting of persons other than those who are

entitled to attend.

For each AGM, the Board of Directors may decide that shareholders shall be entitled to attend, address and

exercise voting rights at such a meeting through the use of electronic means of communication, provided that

shareholders who participate in the meeting are capable of being identified through the electronic means of

communication and have direct cognizance of the discussions at the meeting and the exercising of voting rights

(if applicable). The Board of Directors may set requirements for the use of electronic means of communication

and state these in the convening notice. Furthermore, the Board of Directors may, for each AGM, decide that

votes cast by the use of electronic means of communication prior to the meeting and received by the Board of

Directors shall be considered to be votes cast at the meeting. Such votes may not be cast prior to the Record

Date. The notice will state whether the foregoing provisions regarding electronic voting apply and the procedure

for exercising the electronic voting rights.

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Prior to being allowed admittance to an AGM, a shareholder and each person entitled to attend the meeting, or

its attorney, shall sign an attendance list, while stating his or her name and, to the extent applicable, the number

of votes to which he or she is entitled. Each shareholder and other person attending an AGM by the use of

electronic means of communication and identified in accordance with the above shall be registered on the

attendance list by the Board of Directors. In case an attorney attends the meeting on behalf of a shareholder, or

another person entitled to attend, the name(s) of the person(s) on whose behalf the attorney is acting, shall also

be stated. The chairman of the meeting may decide that the attendance list must also be signed by other

persons present at the meeting.

The chairman of the meeting may determine the time during which shareholders and others entitled to attend the

AGM may speak, if he or she considers this desirable, with a view to the orderly conduct of the meeting as well

as other procedures that the chairman considers desirable for the efficient and orderly conduct of the business

of the meeting.

Stellantis is exempt from the proxy rules under the Exchange Act.

Voting Rights at General Meetings

Subject to the restrictions described under “—Voting Limitations,” every Stellantis share (whether common share

or special voting share) shall confer the right to cast one vote at an AGM. Shares in respect of which Dutch law

determines that no votes may be cast shall be disregarded for the purposes of determining the proportion of

shareholders voting, present or represented or the proportion of the share capital present or represented. All

resolutions shall be passed with an absolute majority of the votes validly cast unless otherwise specified in the

Articles of Association or the Dutch Civil Code. Blank votes shall not be counted as votes cast.

All votes shall be cast in writing or electronically. The chairman of the meeting may, however, determine that

voting by raising hands or in another manner shall be permitted. Voting by acclamation shall be permitted if

none of the shareholders present or represented objects. No voting rights shall be exercised in the AGM for

common shares owned by the Company or by a subsidiary of the Company. However, pledgees and

usufructuaries of shares owned by the Company and its subsidiaries shall not be excluded from exercising their

voting rights if the right of pledge or usufruct was created before the shares were owned by the Company or a

subsidiary. Neither the Company nor any of its subsidiaries may exercise voting rights for shares in respect of

which it holds a right of pledge or usufruct.

Without prejudice to the Articles of Association, the Company shall determine for each resolution passed:

(a)the number of shares on which valid votes have been cast;

(b)the percentage that the number of shares as referred to under (a) represents in the issued and outstanding

share capital;

(c)the aggregate number of votes validly cast; and

(d)the aggregate number of votes cast in favor of and against a resolution, as well as the number of

abstentions.

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Voting Limitations

No shareholder, acting alone or in concert, together with votes exercised by affiliates of such shareholder or

pursuant to proxies or other arrangements conferring the right to vote, shall be able to exercise, directly or

indirectly, voting rights at an AGM reaching or exceeding the 30 percent or more of the votes that could be cast

at any AGM (“Voting Threshold”), including after giving effect to any voting rights exercisable through Stellantis

special voting shares. Any voting right reaching or exceeding the Voting Threshold shall be suspended.

Furthermore, the Articles of Association provide that, before each AGM, any shareholder that would be able to

exercise voting rights reaching or exceeding the Voting Threshold must notify Stellantis, in writing, of its

shareholding and total voting rights in Stellantis and provide, upon written request by Stellantis, within three days

of such request being made, any information necessary to ascertain the composition, nature and size of the

equity interest of that person and any other person acting in concert with it. The Voting Threshold restriction (i)

may be removed following a resolution passed to that effect by the meeting of Stellantis shareholders with a

majority of at least two-thirds of the votes cast (for the avoidance of doubt, without giving effect to any voting

rights exercisable through Stellantis special voting shares, and subject to the aforementioned Voting Threshold)

and (ii) shall lapse upon any person holding more than 50 percent of the issued Stellantis common shares (other

than Stellantis special voting shares) as a result of a public offer for Stellantis common shares.

Shareholders’ Votes on Certain Transactions

Any important change in the identity or character of Stellantis must be approved by the AGM, including (i) the

transfer to a third party of the business of Stellantis or practically the entire business of Stellantis; (ii) the entry

into or breaking off of any long-term cooperation of Stellantis or a subsidiary with another legal entity or company

or as a fully liable partner of a general partnership or limited partnership, where such entry into or breaking off is

of far-reaching importance to Stellantis; and (iii) the acquisition or disposal by Stellantis or a subsidiary of an

interest in the capital of a company with a value of at least one-third of Stellantis’ assets according to the

consolidated balance sheet with explanatory notes included in the last adopted annual accounts of Stellantis.

Meetings of Holders of Shares of a Specific Class

Meetings of holders of shares of a specific class shall be held as frequently and whenever such a meeting is

required by virtue of any statutory regulation or any provision in the Articles of Association.

Meetings of holders of shares of a specific class may be convened no later than on the sixth day before the day

of such meeting. The provisions applicable to general meetings of shareholders, except those concerning the

frequency, ultimate timing, notice period, right to put an item on the agenda and required agenda items, will

apply mutatis mutandis to the meetings of holders of shares of a specific class. See “—Voting Rights at General

Meetings” and “—Voting Limitations”.

Disclosure of Holdings under Dutch Law

As a result of the listing of Stellantis common shares on Euronext Milan and Euronext Paris, pursuant to Chapter

5.3 of the Dutch Financial Markets Supervision Act (“FMSA”), which chapter is an implementation of Directive

2004/109/EC as amended by Directive 2013/50/EU into Dutch law, any person who, directly or indirectly,

acquires or disposes of an actual or potential capital interest and/or actual or potential voting rights in Stellantis

must without delay notify the AFM of such acquisition or disposal if, as a result of such acquisition or disposal,

the percentage of capital interest and/or voting rights held by such person reaches, exceeds or falls below the

following thresholds: three percent, five percent, ten percent, 15 percent, 20 percent, 25 percent, 30 percent, 40

percent, 50 percent, 60 percent, 75 percent and 95 percent (the “Notification Thresholds”).

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For the purpose of calculating the percentage of capital interest or voting rights, the following interests must,

inter alia, be taken into account: (i) shares and/or voting rights directly held (or acquired or disposed of) by any

person; (ii) shares and/or voting rights held (or, acquired or disposed of) by such person’s controlled entities or

by a third party for such person’s account; (iii) voting rights held (or acquired or disposed of) by a third party

with whom such person has concluded an oral or written voting agreement; (iv) voting rights acquired pursuant

to an agreement providing for a temporary transfer of voting rights in consideration for a payment; and (v) shares

which such person, or any controlled entity or third party referred to above, may acquire pursuant to any option

or other right to acquire shares.

As a consequence of the above, special voting shares must be added to Stellantis common shares for the

purposes of the above thresholds.

For the purpose of calculating the percentage of capital interest or voting rights, the following instruments qualify

as “shares”: (i) common shares or special voting shares; (ii) depositary receipts for shares (or negotiable

instruments similar to such receipts); (iii) negotiable instruments for acquiring the instruments under (i) or (ii)

(such as convertible bonds); and (iv) options for acquiring the instruments under (i) or (ii).

Controlled entities (within the meaning of the FMSA) do not themselves have notification obligations under the

FMSA as their direct and indirect interests are attributed to their (ultimate) parent. If a person who has a three

percent or larger interest in Stellantis’ share capital or voting rights ceases to be a controlled entity it must

immediately notify the AFM and all notification obligations under the FMSA will become applicable to such

former controlled entity.

Special rules apply to the attribution of shares and/or voting rights which are part of the property of a partnership

or other form of joint ownership. A holder of a pledge or right of usufruct in respect of shares can also be subject

to notification obligations if such person has, or can acquire, the right to vote on the shares. The acquisition of

(conditional) voting rights by a pledgee or beneficial owner may also trigger notification obligations as if the

pledgee or beneficial owner were the legal holder of the shares and/or voting rights.

Furthermore, when calculating the percentage of capital interest, a person is also considered to be in

possession of shares if (i) such person holds a financial instrument the value of which is (in part) determined by

the value of the shares or any distributions associated therewith and which does not entitle such person to

acquire any shares; (ii) such person may be required to purchase shares on the basis of an option; or (iii) such

person has concluded another contract whereby such person acquires an economic interest comparable to that

of holding a share.

If a person’s capital interest and/or voting rights reaches, exceeds, or falls below the above-mentioned

thresholds as a result of a change in Stellantis’ issued and outstanding share capital or voting rights, such

person is required to make a notification not later than on the fourth trading day after the AFM has published

Stellantis’ notification as described below.

The notification to the AFM should indicate whether the interest is held directly or indirectly, and whether the

interest is an actual or a potential interest.

In addition, each person who is or ought to be aware that, as a result of the exchange of certain financial

instruments, such as options for shares, his or her actual capital or voting interest in Stellantis, reaches, exceeds

or falls below any of the Notification Thresholds, vis-à-vis his or her most recent notification to the AFM, must

give notice to the AFM no later than the fourth trading day after he or she became or ought to be aware of this

change.

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Stellantis is required to notify the AFM promptly of any change of one percent or more in its issued share capital

or voting rights since a previous notification. Other changes in Stellantis’ issued share capital or voting rights

must be notified to the AFM within eight days after the end of the quarter in which the change occurred.

In addition to the above-described notification obligations pertaining to capital interest or voting rights, pursuant

to Regulation (EU) No. 236/2012, notification must be made to the AFM of any net short position of 0.2 percent in

the issued share capital of Stellantis and of every subsequent 0.1 percent above this threshold. Notifications

starting at 0.5 percent and every subsequent 0.1 percent above this threshold will be made public via the short

selling register of the AFM. To calculate whether a natural person or legal person has a net short position, their

short positions and long positions must be set off. A short transaction in a share can only be contracted if a

reasonable case can be made that the shares sold can actually be delivered, which requires confirmation of a

third party that the shares have been located. Furthermore, gross short positions are required to be notified in

the event that a threshold is reached, exceeded, or fallen below. With regard to gross short positions, the same

disclosure thresholds as for holders of capital interests and/or voting rights apply, without any set-off against

long positions.

The AFM keeps a public register of all notifications made pursuant to these disclosure obligations and publishes

any notification received which can be accessed via www.afm.nl. The notifications referred to in this paragraph

should be made through the online notification system of the AFM.

Non-compliance with these disclosure obligations is an economic offense and may lead to criminal prosecution.

The AFM may impose administrative penalties for non-compliance and may publish the imposed penalties. In

addition, a civil court can impose measures against any person that fails to notify or incorrectly notifies the AFM

of matters required to be notified. A claim requiring that such measures be imposed may be instituted by

Stellantis and/or by one or more shareholders who alone or together with others represent at least three percent

of the issued and outstanding share capital of Stellantis or are able to exercise at least three percent of the

voting rights. The measures that the civil court may impose include:

•an order requiring appropriate disclosure;

•suspension of the right to exercise the voting rights for a period of up to three years as determined by the

court;

•voiding a resolution adopted by the AGM, if the court determines that the resolution would not have been

adopted but for the exercise of the voting rights of the person with a duty to disclose, or suspension of a

resolution adopted by the AGM until the court makes a decision about such voiding; and

•an order to refrain, during a period of up to five years as determined by the court, from acquiring shares and/or

voting rights in Stellantis.

Shareholders are advised to consult with their own legal advisers to determine whether the disclosure

obligations apply to them.

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Mandatory Bid Requirement

Under Dutch law, any person who, acting alone or in concert with others, directly or indirectly acquires 30

percent or more of Stellantis’ voting rights will be required to launch a public offer for all outstanding shares in

Stellantis’ share capital for a fair purchase price determined by law. A fair price is considered a price which is

equal to the highest price paid by such person or the persons acting in concert with it for Stellantis’ shares in the

year prior to the announcement of the offer or, in the absence of such a purchase, the average share price of

Stellantis’ shares in the year prior to the announcement of the offer. At the request of the offeror, Stellantis, or any

of the Stellantis shareholders, the Enterprise Chamber of the Court of Appeal in Amsterdam

(Ondernemingskamer van het Gerechtshof te Amsterdam) (the “Dutch Enterprise Chamber”) may determine a

different fair price. If a 30 percent shareholder fails to make a public offer, the Dutch Enterprise Chamber may

require such shareholder to do so upon the request of, among others, Stellantis or any of the Stellantis

shareholders.

Dutch Financial Reporting Supervision Act

On the basis of the Dutch Financial Reporting Supervision Act (Wet toezicht financiële verslaggeving, or the

“FRSA”), the AFM supervises the application of financial reporting standards by, amongst others, companies

whose corporate seat is in the Netherlands and whose securities are listed on a regulated Dutch or foreign stock

exchange.

Pursuant to the FRSA, the AFM has an independent right to (i) request an explanation from Stellantis regarding

its application of the applicable financial reporting standards and thereafter (ii) make informal arrangements with

the Company that must be observed in the future or make a notification to the Company that its financial reports

do not meet the applicable financial reporting standards, which notification may be accompanied by a

recommendation to the Company to issue a press release on the subject matter. If we do not adequately comply

with such a request or recommendation, the AFM may request that the Enterprise Chamber order us to (i)

provide an explanation of the way we have applied the applicable financial reporting standards to our financial

reports; or (ii) prepare our financial reports in accordance with the Enterprise Chamber’s instructions.

Compulsory Acquisition

Pursuant to article 2:92a of the Dutch Civil Code, a shareholder who, for its own account, holds at least 95

percent of the issued share capital of Stellantis may institute proceedings against the other shareholders jointly

for the transfer of their shares to it. The proceedings are held before the Dutch Enterprise Chamber and can be

instituted by means of a writ of summons served upon each of the minority shareholders in accordance with the

provisions of the Dutch Code of Civil Procedure. The Dutch Enterprise Chamber may grant the claim for the

squeeze-out in relation to all minority shareholders and will determine the price to be paid for the shares, if

necessary, after appointment of one to three expert(s) who will offer an opinion to the Dutch Enterprise Chamber

on the value to be paid for the shares of the minority shareholders. Once the order to transfer becomes final

before the Dutch Enterprise Chamber, the person acquiring the shares must give written notice of the date and

place of payment and the price to the holders of the shares to be acquired whose addresses are known to it.

Unless the addresses of all of them are known to it, it must also publish the same in a Dutch daily newspaper

with a national circulation. A shareholder can only appeal against the judgment of the Dutch Enterprise Chamber

before the Dutch Supreme Court.

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In addition, pursuant to article 2:359c of the Dutch Civil Code, following a public offer, a holder of at least 95

percent of the issued share capital and of voting rights of Stellantis has the right to require the minority

shareholders to sell their shares to it. Any such request must be filed with the Dutch Enterprise Chamber within

three months after the end of the acceptance period of the public offer. Conversely, pursuant to article 2:359d of

the Dutch Civil Code, each minority shareholder has the right to require the holder of at least 95 percent of the

issued share capital and the voting rights of Stellantis to purchase its shares in such a case. The minority

shareholder must file such a claim with the Dutch Enterprise Chamber within three months after the end of the

acceptance period of the public offer.

Disclosure of Trades in Listed Securities

Pursuant to the FMSA, each member of the Board of Directors must notify the AFM:

•within two weeks after his or her appointment of the number of shares he or she holds and the number of votes

he or she is entitled to cast in respect of Stellantis’ issued and outstanding share capital; and

•subsequently of each change in the number of shares he or she holds and of each change in the number of

votes he or she is entitled to cast in respect of Stellantis’ issued and outstanding share capital, immediately

after the relevant change.

Furthermore, pursuant to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April

2014 (as amended and supplemented, the “Market Abuse Regulation”), each of the members of the Board of

Directors and any other person discharging managerial responsibilities within Stellantis and who in that capacity

is authorized to make decisions affecting the future developments and business prospects of Stellantis and has

regular access to inside information relating, directly or indirectly, to Stellantis (each, a “PDMR”) must notify the

AFM of all transactions, conducted or carried out for his or her own account, relating to Stellantis common

shares, special voting shares or financial instruments the value of which is (in part) determined by the value of

Stellantis common shares or special voting shares.

In addition, persons that are closely associated with members of the Board of Directors or any of the other

PDMRs must notify the AFM of all transactions conducted for their own account relating to Stellantis’ shares or

financial instruments, the value of which is (in part) determined by the value of Stellantis’ shares. The Market

Abuse Regulation designates the following categories of persons: (i) the spouse or any partner considered by

applicable law as equivalent to the spouse; (ii) dependent children; (iii) other relatives who have shared the

same household for at least one year as of the relevant transaction date; and (iv) any legal person, trust or

partnership, among other things, whose managerial responsibilities are discharged by a member of the board of

directors or any other PDMR or by a person referred to under (i), (ii) or (iii) above.

The notifications pursuant to the Market Abuse Regulation described above must be made to the AFM no later

than the third business day following the relevant transaction date by means of a standard form. Such

notifications under the Market Abuse Regulation may however be postponed until the date that the value of the

transactions carried out on a person’s own account, together with the transactions carried out by the persons

associated with that person, reaches, or exceeds the amount of €5,000 in the calendar year in question. Any

subsequent transaction must be notified as set forth above. The AFM keeps a public register of all notifications

made pursuant to the FMSA and the Market Abuse Regulation.

Non-compliance with these reporting obligations could lead to criminal penalties, administrative fines, cease-

and-desist orders (and the publication of such penalties, fines and orders), imprisonment or other sanctions.

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Shareholder Disclosure and Reporting Obligations under U.S. Law

Holders of Stellantis common shares are subject to certain U.S. reporting requirements under the Exchange Act

for shareholders owning more than five percent of any class of equity securities registered pursuant to Section

12 of the Exchange Act. Among the reporting requirements are disclosure obligations intended to keep investors

aware of any plans or proposals that may lead to a change of control of an issuer.

Disclosure Requirements under Italian law and European Union law

Further disclosure requirements apply to Stellantis under Italian law and French law by virtue of the listing of

Stellantis’ shares on Euronext Milan and Euronext Paris, respectively. Summarized below are the most significant

requirements to be complied with by Stellantis in connection with the trading of Stellantis common shares on

Euronext Milan and Euronext Paris. The breach of the obligations described below may result in the application

of fines and criminal penalties (including, for instance, those provided for insider trading and market

manipulation).

In particular, the following main disclosure obligations will apply to Stellantis:

•The following articles of Legislative Decree no. 58/1998, or the Italian Financial Act (as well as the

implementing regulations enacted by the Commissione Nazionale per le Società e la Borsa - “CONSOB” -

thereunder) effective as of the date of this report: article 92 (equal treatment principle), article 113-ter (general

provisions on regulated disclosures), article 114 (information to be provided to the public), article 114-bis

(information concerning the allocation of financial instruments to corporate officers, employees and

collaborators), article 115 (information to be disclosed to CONSOB upon the authority’s request), articles 180

through 187-quaterdecies (relating to insider trading and market manipulation) and article 193 (fines for

breach of disclosures duties);

•the General Regulation of the Autorité des Marchés Financiers (“AMF”), article 223-16 (obligation to disclose

on a monthly basis the total number of shares and voting rights comprising Stellantis’ share capital if these

numbers have changed compared to the most recently disclosed numbers) and article 223-20 (obligation to

file with the AMF certain changes to the Articles of Association). The information required to be published in

France may be published in French or English; and

•the applicable law concerning market abuse and, in particular, article 7 (“Inside Information”), article 17

(Public disclosure of Inside Information), article 18 (Insider lists) and article 19 (Managers’ transactions) of the

Market Abuse Regulation, as well as implementing regulations promulgated thereunder.

In addition to the above, the applicable provisions set forth under the market rules (including those relating to

the timing for the payment of dividends and relevant “ex date” and “record date”) will apply to Stellantis.

The foregoing is based on the current legal framework and, therefore, it may vary following any subsequent

regulatory changes adopted by the concerned member states and competent authorities.

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Disclosure of Inside Information - Article 17 of the Market Abuse Regulation

Pursuant to the Market Abuse Regulation, Stellantis has to disclose to the public, without delay, any inside

information which: (i) is of a precise nature; (ii) has not been made public; (iii) directly concerns Stellantis; and

(iv) if it were made public, would be likely to have a significant effect on the prices of Stellantis’ financial

instruments (as such term is defined under the Market Abuse Regulation) or on the price of related derivative

financial instruments (the “Inside Information”). In this regard:

•information is deemed to be of a precise nature if: (a) it indicates a set of circumstances which exists or which

may reasonably be expected to come into existence, or an event which has occurred, or which may

reasonably be expected to occur and (b) it is specific enough to enable a conclusion to be drawn as to the

possible effect of that set of circumstances or event on the prices of the financial instruments (e.g. Stellantis’

common shares) or the related derivative financial instrument. In this respect, in the case of a protracted

process that is intended to bring about, or that results in, particular circumstances or a particular event, those

future circumstances or that future event, and also the intermediate steps of that process which are connected

with bringing about or resulting in those future circumstances or that future event, may be deemed to be

information of precise nature; and

•information which, if it were made public, would be likely to have a significant effect on the prices of financial

instruments or the related derivative financial instruments means information a reasonable investor would be

likely to use as part of the basis of his or her investment decisions.

An intermediate step in a protracted process is deemed to be inside information if, by itself, it satisfies the

criteria of Inside Information as referred to above.

The above disclosure requirement has to be complied with through the publication of a press release by

Stellantis in accordance with the Market Abuse Regulation and Dutch, Italian and French law, which discloses to

the public the relevant Inside Information. In addition, any Inside Information disseminated by Stellantis in any

jurisdiction is required to be made public in a manner that permits full and prompt access to, and correct and

timely evaluation of, such information by the public in compliance with the Market Abuse Regulation.

Under specific circumstances, the AFM, CONSOB and the AMF may request Stellantis and/or its main

shareholders to disclose to the public, or provide, specific information or documentation. For this purpose, the

AFM, CONSOB and the AMF have broad powers under applicable EU regulations, as well as Italian and French

law, to, among other things, carry out inspections or investigations or request information from the members of

the Board of Directors or the external auditors.

Stellantis may, under its own responsibility, delay disclosure to the public of Inside Information provided that all

of the following conditions are met: (a) immediate disclosure is likely to prejudice the legitimate interests of

Stellantis; (b) delay of disclosure is not likely to mislead the public; and (c) Stellantis is able to ensure the

confidentiality of that information.

In the case of a protracted process that occurs in stages and that is intended to bring about, or that results in, a

particular circumstance or a particular event, Stellantis may under its own responsibility delay the public

disclosure of Inside Information relating to this process, subject to the conditions set forth under (a), (b) and (c)

above.

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Insiders’ List - Article 18 of the Market Abuse Regulation

Stellantis, as well as persons acting on its behalf or on its account, are required to draw up and keep regularly

updated, a list of all persons who have access to Inside Information and who are working for them under a

contract of employment, or otherwise performing tasks pursuant to which they have access to Inside Information,

such as advisers, accountants, or credit rating agencies (the “insider list”).

Stellantis, or any person acting on its behalf or on its account, is required to take all reasonable steps to ensure

that any person on the insider list acknowledges in writing the legal and regulatory duties entailed and is aware

of the sanctions applicable to insider dealing and unlawful disclosure of Inside Information.

Prohibition on Insider Dealing – Article 14 of the Market Abuse Regulation

It is prohibited for any person to make use of Inside Information by acquiring or disposing of, for its own account

or for the account of a third party, directly or indirectly, financial instruments to which that information relates, as

well as an attempt to do so (“insider dealing”). The use of Inside Information by cancelling or amending of an

order concerning a financial instrument also constitutes insider dealing. In addition, it is prohibited for any

person to disclose Inside Information to anyone else (except where the disclosure is made strictly as part of the

person’s regular duty or function) or, whilst in possession of Inside Information, recommend or induce anyone to

acquire or dispose of financial instruments to which the information relates. Furthermore, it is prohibited for any

person to engage in or attempt to engage in market manipulation, for instance by conducting transactions which

could lead to an incorrect or misleading signal of the supply of, the demand for or the price of a financial

instrument.

Prohibition to Trade During Closed Periods – Article 19 of the Market Abuse Regulation

A PDMR is not permitted to (directly or indirectly) conduct any transactions on its own account or for the account

of a third party, relating to shares or debt instruments of the Company or other financial instruments linked

thereto, during a closed period of 30 calendar days before the announcement of an annual or semi-annual

financial report of the Company.

Transparency Directive

The Netherlands is the Company’s home member state for the purposes of Directive 2004/109/EC of the

European Parliament and of the Council of 15 December 2004 (as amended by Directive 2013/50/EU of the

European Parliament and of the Council of 22 October 2013) as a consequence of which the Company will be

subject to the FMSA in respect of certain ongoing transparency and disclosure obligations.

Public Tender Offers

Certain rules provided for under Italian law with respect to both voluntary and mandatory public tender offers will

apply to any offer launched for Stellantis common shares. In particular, among other things, the provisions

concerning the tender offer price and the procedure, including the obligation to communicate the decision to

launch a tender offer, the content of the offer document and the disclosure of the tender offer will be supervised

by CONSOB and will be subject to Italian law.

Stellantis Policies

On January 17, 2021, the Board of Directors approved an amended insider trading policy, as described further

below under “Insider Trading Policy”.

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The Board of Directors approved the Stellantis Code of Conduct on March 2, 2021, as further described below.

In addition, as provided for by the Dutch Corporate Governance Code and required by the Dutch Gender

Diversity Act, the Board of Directors has adopted the profile of the non-Executive Directors, a policy of bilateral

contacts with shareholders, and a policy on diversity in the composition of the Board of Directors.

In 2024 the Board of Directors approved certain revisions to the Profile of non-Executive Directors in order to

provide criteria for the selection and appointment of the non-executive director for Employee Engagement.

Code of Conduct

The Code is a pillar of the Stellantis integrity system. The Code defines our Company’s fundamental ethical

values that govern our decision‑making processes and operating approach in the interests of all stakeholders.

Integrity is regarded as a source of competitiveness, a foundation of the Company’s sustainable growth and the

way to build day after day Stellantis’ reputation as a Company that customers, the workforce and stakeholders

can trust and rely on. The Code sets the ethical principles of integrity that will guide the Company and its

workforce ensuring compliance with laws, regulations, and best practices.

The Code applies to the members of the Board of Directors, officers and to all full-time or part-time employees,

temporary workers, and contract workers. Stellantis also expects its stakeholders, including suppliers, dealers,

distributors, and joint venture partners, to act with integrity and in accordance with the Code.

The Code focuses on four main areas:

(a)protection of the Stellantis workforce;

(b)the way Stellantis conducts business (including compliance with laws, regulations and best practices);

(c)Stellantis’ interaction with external parties; and

(d)protection of Stellantis assets and information.

The Code is supplemented by a set of policies and procedures that are reviewed on an annual basis for

applicability and effectiveness. The 2025 global Ethical Culture Survey reflects that 95 percent of responding

salaried employees said they were both familiar with the Code of Conduct and believed the Company is living

the Code of Conduct.

Members of the workforce have the responsibility to become familiar with the Code, abide by it, and report any

conduct that they believe may be in violation of its principles. A company-wide reporting hotline known as the

Integrity Helpline, available 24/7 wherever permitted by law, allows employees, suppliers, clients, and other

stakeholders to:

(a) report any concerns about situations inconsistent with our Code;

(b) report any concerns regarding vehicle safety, emissions, or regulatory compliance;

(d) ask a question concerning the Code.

Retaliation against anyone who reports a matter in good faith is strictly prohibited and will be subject to

disciplinary action up to including termination.

2 The number of director positions necessary to achieve the objective will be determined as specified in the Annex to the Directive (EU)

2022/2381 of the European Parliament and of the Council of 23 November 2022 (Art. 5.3)

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Stellantis also monitors the effectiveness of and compliance with the Code through appropriate governance and

oversight by the Ethics and Compliance Committee (“ECC”) and implementation of the Company’s compliance

roadmap, which is the result of, among other things, an analysis and investigation of the allegations made in the

Integrity Helpline, benchmarking, risk assessments, and auditing. On a regular basis, the Chief Audit and

Compliance Officer informs the CEO, or the executive director appointed to temporarily assist the Board,

pursuant to Article 20. 11 of the Company's Articles of Association, in the management of the Company with full

powers and authority, and the Audit Committee on the major findings. For all confirmed Code violations,

remedial actions taken are commensurate with the seriousness of the case and comply with local legislation.

The Stellantis Code of Conduct and the Stellantis Integrity Helpline are available in the Governance section of

the Company’s website at https://www.stellantis.com/en/group/governance/corporate-regulations.

Insider Trading Policy

The insider trading policy was initially adopted on October 10, 2014, by the Board of Directors of Fiat

Investments and subsequently amended and revised by the Board of Directors of FCA to improve its

effectiveness and scope. On January 17, 2021, the Board of Directors amended the policy in connection with

the listing of Stellantis’ common shares on Euronext Paris. The insider trading policy sets forth guidelines and

recommendations to all Directors, officers, and employees of the Company with respect to transactions in the

Company’s securities. This policy, which also applies to immediate family members and members of the

households of persons covered by the policy, is reasonably designed to promote compliance with applicable

insider trading laws, rules and regulations, and any listing standards applicable to the registrant.

Diversity and Inclusion Policy for the Composition of the Board of Directors

On February 25, 2026, the Board of Directors adopted an updated Diversity and Inclusion Policy for the Board of

Directors (the “Policy”) in accordance with the requirements of the Dutch Civil Code and Directive (EU)

2022/2381 and the Dutch Corporate Governance Code of March 2025. The Policy applies to the composition of

the Board of Directors and reflects Stellantis’ continued commitment to fostering a diverse mix of expertise,

experience, competencies, personal qualities, age, sex or gender identity, nationality, and cultural or other

background within the Board of Directors.

Members of the Board of Directors are selected based on professional and personal qualifications, with an

overriding emphasis on merit, in a manner designed to ensure a sufficiently diverse and complementary range

of skills necessary to oversee the Company’s strategy. The size, complexity, and geographic footprint of the

Company require directors with broad international experience and deep knowledge of industrial, financial, and

global macro economic dynamics. These aspects, together with the Company’s principles of non discrimination

and equal opportunity, guide the nomination, evaluation, and annual performance assessment of Board

members by the Board of Directors and its ESG Committee.

The objectives of the Policy, applied with overriding emphasis on merit, are that: (a) the Board of Directors aims

for at least 40 percent representation of the underrepresented sex among non executive directors and at least

33 percent representation across all director positions2; (b) the nationality of Board members should reasonably

reflect the geographic spread of Stellantis’ business, with no nationality representing more than 60 percent of the

Board; and (c) age diversity is supported by having one or more directors under the age of 50 at the time of

nomination. The Company annually reports on progress against these objectives in the management report and,

where required, to the Dutch Social and Economic Council (SER).

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The ESG Committee assists the Board in implementing the Policy, including identifying qualification criteria,

reviewing the composition of the Board, and making recommendations for director appointments. The Policy is

reviewed at least annually and updated as necessary to support the Company’s commitment to balanced

decision making, independent oversight, and an inclusive, merit based governance framework.

Compliance with Dutch Corporate Governance Code

The Dutch Corporate Governance Code contains principles and best practice provisions that regulate, among

other things, relations between the Board of Directors and the shareholders (including the AGM). The Dutch

Corporate Governance Code is divided into five chapters which address the following topics: (i) sustainable

long-term value creation; (ii) effective management and supervision; (iii) remuneration; (iv) the AGM; and (v) one-

tier governance structure.

Dutch companies whose shares are listed on a regulated market, such as Euronext Milan or Euronext Paris, or

comparable system, such as the NYSE, are required under Dutch law to disclose in their annual reports whether

or not they apply the provisions of the Dutch Corporate Governance Code and, in the event that they do not

apply a certain provision, to explain the reasons why they have chosen to depart from it.

Stellantis acknowledges the importance of good corporate governance and supports the best practice

provisions of the Dutch Corporate Governance Code as amended in 2022 and 2025.

While the Company endorses the principles and best practice provisions of the Dutch Corporate Governance

Code, its current corporate governance structure applies the following best practice provisions as follows:

•According to principles 2.1.5 and 2.1.6 of the Dutch Corporate Governance Code, companies are expected to

adopt enterprise-wide gender diversity targets. While the company is committed to maintaining a fair and

inclusive workplace, it does not set global gender diversity targets. Instead, its commitment is implemented

through regional initiatives tailored to the legislative requirements and practices of the jurisdictions in which it

operates;

•The initial term of appointment of the Chairman, Senior Independent Director and Vice Chairman amounts to

five years instead of the maximum period of four years referred to in best practice provision 2.2.2. by the Dutch

Corporate Governance Code. FCA and PSA agreed upon such initial term as part of the merger negotiations

between both parties and taking into account the best interests of the Company;

•The Company does not have a retirement schedule as referred to in best practice provision 2.2.4. of the Dutch

Corporate Governance Code, because, pursuant to the Articles of Association, the term of office of the

Directors is approximately two years;

•Although the Board of Directors has appointed a non-executive Director with the title of Vice-Chairman, this

person does not qualify as a vice-chairperson within the meaning of best practice provision 2.3.7 of the Dutch

Corporate Governance Code. The Board of Directors has however appointed a non-executive Director as the

chairperson of the Board of Directors referred to by Dutch law, with the title of Senior Independent Director.

Pursuant to Board of Directors’ Regulations, the Senior Independent Director, or in his or her absence, any

other non-executive Director chosen by a majority of the Directors present at a meeting, will preside at a

meeting of the Board of Directors. In addition, the Chairman of Stellantis acts as contact person for individual

Directors regarding any conflict of interest of the Senior Independent Director. It is believed that this is

sufficient to ensure that the functions assigned to the vice-chairperson by the Dutch Corporate Governance

Code are properly discharged; and

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•Pursuant to best practice provision 4.1.8 of the Dutch Corporate Governance Code, every executive and non-

executive Director nominated for appointment should attend the AGM at which votes will be cast on his or her

nomination. By publishing the relevant biographical details and curriculum vitae of each nominee for

(re)appointment, the Company ensures that the Company’s AGM is well informed in respect of the nominees

for (re)appointment and, in practice, only the executive Directors will therefore be present at the AGM;

•As per best practice provision 3.2.3 of the Dutch Corporate Governance Code and the Company's

remuneration policy, the severance payment in the event of an involuntary termination of employment without

cause of an Executive Board member should not exceed one year’s salary. The Company derogates from this

best practice provision, as further explained in the Remuneration report. Refer to the sections "New CEO

Remuneration" and “Derogations and Deviations from Remuneration Policy” of this report.

Differences between Dutch Corporate Governance Practices and NYSE Listing Standards

The discussion below summarizes the significant differences between our corporate governance practices and

the NYSE standards applicable to U.S. companies, as well as certain ways in which our governance practices

(see above section Compliance with Dutch Corporate Governance Code) deviate from those suggested in the

Dutch Corporate Governance Code.

•The NYSE requires that when an audit committee member of a U.S. domestic listed company serves on four or

more audit committees of public companies, the listed company should disclose (either on its website or in its

annual proxy statement or annual report filed with the SEC) that the board of directors has determined that this

simultaneous service would not impair the director’s service to the listed company. Dutch law does not require

the Company to make such a determination;

•The Audit Committee is elected by the Board of Directors and is comprised of at least three independent

Directors. Audit Committee members are also required (i) not to have any material relationship with the

Company or to serve as auditors or accountants for the Company; (ii) to be “independent” for the purposes of

NYSE rules, Rule 10A-3 of the Exchange Act and the Dutch Corporate Governance Code; and (iii) to be

“financially literate” and have “accounting or selected financial management expertise” (as determined by the

Board of Directors). Furthermore, the Audit Committee may not be chaired by the Chairperson of the Board of

Directors or by a former executive of the Company. Currently, the Audit Committee consists of Ms. Godbehere

(Chairperson), Mr. de Castries, Ms. Parzani and Ms. Schroeder;

•In contrast to NYSE rules applicable to U.S. companies which require that external auditors be appointed by

the Audit Committee, the general rule under Dutch law is that external auditors are appointed by the AGM. In

accordance with the requirements of Dutch law, the appointment and removal of our independent registered

public accounting firm must be resolved upon at a AGM. Our Audit Committee is responsible for the

recommendation to the shareholders of the appointment or dismissal and compensation of the independent

registered public accounting firm and oversees and evaluates the work of our independent registered public

accounting firm;

•NYSE rules require a U.S. listed company to have a compensation committee and a nominating/corporate

governance committee composed entirely of independent directors. As a foreign private issuer, we do not

have to comply with this requirement; however, the Dutch Corporate Governance Code also requires us to

have a Remuneration Committee and a selection and appointment committee. There is no specific requirement

as to the name of the selection and appointment committee (which we call our ESG Committee) and about its

function being exclusive. Our Remuneration Committee Charter states that more than half of the members of

the Remuneration Committee must be independent under the Dutch Corporate Governance Code. Three out of

five of the current members of the Remuneration Committee are independent under both the NYSE rules and

the Dutch Corporate Governance Code; and

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•Under NYSE listing standards, shareholders of U.S. companies must be given the opportunity to vote on all

equity compensation plans and to approve material revisions to those plans, with the limited exceptions set

forth in the NYSE rules. As a foreign private issuer, we are permitted to follow our home country laws regarding

shareholder approval of compensation plans, and under Dutch law such approval from shareholders is not

required for equity compensation plans for employees other than the members of the Board of Directors, to the

extent the authority to grant equity rights has been delegated at an AGM to the Board of Directors. For equity

compensation plans for members of the Board of Directors and/or in the event that the authority to issue

shares and/or rights to subscribe for shares has not been delegated to the Board of Directors, approval by the

AGM is required.

Cybersecurity

Risk management and strategy

Our cybersecurity risks are managed through continuous processes of monitoring access to our systems,

blocking potential threats and assessing identified incidents. Certain of these processes specifically focus on

systems belonging to our supplier and third-party service providers, including through testing, assessments and

contractual requirements. Our cybersecurity risk management processes are confirmed by external risk

assessments and security control audits aligned with NIST 800-53 conducted by global consulting firms with

deep cybersecurity and risk management expertise.

Cybersecurity risks identified through external audits and industry benchmarking are prioritized by impact and

likelihood and integrated into our information technology function’s overall risk management program. The most

relevant cybersecurity risks are then incorporated into the overall risk assessment that forms a part of our ERM

framework. Please see the “RISK MANAGEMENT” section in this report for a description of our ERM framework.

To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not

materially affected the Company, nor expected to be reasonably likely to materially affect the Company,

including its business strategy, results of operations or financial condition. Please refer to “Risk Factors – Risks

Related to Our Business, Strategy and Operations” in this report for a description of ongoing risks from

cybersecurity threats that, if realized, could materially affect the Company.

Governance

Our Board of Directors has delegated cybersecurity risk oversight to the Audit Committee. Our Chief Digital

Information Officer (“CDIO”) and Chief Information Security Officer (“CISO”) update the Audit Committee

regarding cybersecurity risks and significant incidents. In turn, the Board of Directors receives an overview of

cybersecurity matters as part of its regular reports from the Audit Committee.

Cybersecurity risks are also considered by the Board of Directors as part of their regular review of risk

management and covered by the annual internal audit plan reviewed and approved by the Audit Committee.

We have also established the Global Cybersecurity and Data Privacy Committee, which meets regularly and

provides management-level oversight of our global security program, including in connection with cybersecurity,

data privacy and related strategy. The committee is chaired by our Chief Human Resources, Sustainability and

IT Officer and includes senior executives from engineering, finance, risk management, internal audit, legal and

manufacturing functions.

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On a day-to-day basis, our processes for identifying, tracking and managing cybersecurity risk are primarily

conducted by the Cybersecurity Department within our information technology function. The Cybersecurity

Department is led by our CISO, a seasoned cybersecurity expert with more than a decade of experience dealing

with major cybersecurity threats. Our CISO reports directly to the CDIO, an experienced information technology

and cybersecurity leader with nearly 30 years of global information technology experience spanning multiple

industries.

When an incident is identified, dedicated teams within our Cybersecurity Department work to identify and

contain the scope, while following standardized processes for internal notification and escalation to top

executive management and the Audit Committee.

Disclosure of a Registrant's Actions to Recover Erroneously Awarded Compensation

Not Applicable.

Report of the Non-Executive Directors

Introduction

This report renders an account of the supervision exercised by the non-executive Directors in the 2025 financial

year as referred to in best practice provision 5.1.5 of the Dutch Corporate Governance Code.

It was the responsibility of the non-executive Directors of Stellantis to supervise the policies carried out by the

executive Directors and the general affairs of Stellantis and its affiliated enterprise, including the implementation

of the strategy of Stellantis regarding sustainable long-term value creation. In so doing, the non-executive

Directors acted solely in the interest of Stellantis. With a view to maintaining supervision on Stellantis, during the

2025 financial year the non-executive Directors regularly discussed Stellantis’ long-term business plans, the

implementation of such plans and the risks associated with such plans with the executive Directors.

According to the Articles of Association, the Board of Directors is a one-tier board and consists of three or more

members, comprising both members having responsibility for the day-to-day management of Stellantis

(executive Directors) and members not having such day-to-day responsibility (non-executive Directors). The

Articles of Association provided for the possibility to allocate tasks between the executive and non-executive

Directors. Regardless of an allocation of tasks, all Directors remained collectively responsible for oversight of the

strategy and management of the Company with particular focus on the development and supervision of the

strategy for sustainable long-term value creation (including supervision thereof in case of non-executive

Directors).

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The members of the Board of Directors during the year ended December 31, 2025, were as follows:


Year of Birth	Name	Gender	Nationality
1976	J. Elkann	M	Italian
1973	A. Filosa(1)	M	Italian
1950	R. Peugeot	M	French
1954	H. De Castries	M	French
1966	F. C. Cicconi(2)	F	British – Italian
1963	N. Dufourcq(2)	M	French
1955	A. Godbehere(2)	F	Canadian - British
1971	C. Parzani(2)	F	Italian
1975	D. Ramot(2)	M	U.S. - Israeli
1972	B. Ribadeau-Dumas(2)	M	French
1956	A. Davey Schroeder(2)	F	U.S.

(1) Mr. Filosa was appointed as Executive Director and Chief Executive Officer by the 2025 Extraordinary General Meeting and Board of

Directors meeting held on July 18, 2025, with effect from the same date

(2) The seven non-executive directors were appointed at the 2025 AGM held on April 15, 2025 with effect from the same date

Details of the current composition of the Board of Directors (including the non-executive Directors) and its

committees are set forth in the section “Board of Directors” above.

Supervision by the non-executive Directors

The non-executive Directors, being part of the Stellantis’ one-tier Board of Directors, participate in all the board

meetings and are fully involved in any discussion and resolution, including strategies and related

implementation. In addition, the non-executive Directors cover all the positions of the Committees of the Board of

Directors.

The non-executive Directors supervised the policies carried out by the executive Directors and the general

affairs of Stellantis and its affiliated enterprises. In so doing, during the 2025 financial year the non-executive

Directors have also focused on key areas such as strategy, sustainable long-term value creation, climate

change, culture, human resources, as well as the effectiveness of Stellantis’ internal risk management and

control systems, the integrity and quality of the financial and sustainability reporting and Stellantis’ long-term

business plans, the implementation of such plans and the associated risks. The non-executive Directors also

discussed regular business updates, brand, region and function reviews, technology reviews, strategic plan

updates, competitive scenario analysis, risk management, budget review, ESG reviews, ERM, cybersecurity, as

well as major transactions, shareholder engagement.

On December 1, 2024, the Board of Directors resolved to accept the resignation of Mr. Tavares from his

positions of CEO and board member and to enter into a separation agreement with him. In addition, the non-

executive directors resolved to appoint Mr. Elkann, the Chairman, pursuant to Article 20.11 of the Articles of

Association to temporarily assist the Board in the management of the Company with full powers and authority for

the management of the day-to-day business of the Company and to represent Stellantis N.V. in all matters with

sole power of representation until the appointment of the CEO, as resolved by the EGM and the following Board

meeting on July 18, 2025, with effect from the same date.

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The non-executive Directors also determined the remuneration of the executive Directors. Furthermore, pursuant

to the Articles of Association, the Board of Directors had the possibility to allocate certain specific

responsibilities to one or more individual Directors or to a committee comprised of eligible Directors and its

subsidiaries. In this respect, the Board of Directors allocated certain specific responsibilities to the Audit

Committee, the Remuneration Committee and the ESG Committee.

According to the Audit Committee charter in place in 2025, the responsibilities of the Audit Committee were to

assist and advice the Board of Directors inter alia with respect to: (1) the integrity of the Company’s financial

statements, including any published interim reports, related press releases and other related corporate

communications; (2) the adequacy and effectiveness of the Company’s internal control over financial reporting,

financial reporting procedures and disclosure controls and procedures; (3) the integrity of the Company's

disclosures and reports on environmental, social, human rights and governance factors ("sustainability

reporting") in accordance with applicable reporting standards and the adequacy and effectiveness of the

Company's internal controls and audit in relation to sustainability reporting. (4) the Company’s policy on tax

planning adopted by management; (5) the Company’s financing; (6) the application by the Company of

information and communication technology, including risks relating to cybersecurity; (7) the systems of internal

controls that management and/or the Board of Directors have established; (8) the Company’s compliance with

legal and regulatory requirements; (9) the Company’s compliance with recommendations and observations of

internal and independent auditors; (10) the open and ongoing communications regarding the Company’s

financial position and results of operations between the Board of Directors, the independent auditors, the

Company’s management and internal audit department (11) the Company’s policies and procedures for

addressing certain actual or perceived conflicts of interest; (12) the qualifications, independence, oversight and

remuneration of the Company’s independent auditors and any non-audit services provided to the Company by

the independent auditors; (13) the selection of the independent auditor by recommending an independent

auditor for nomination, appointment or dismissal by the Company’s AGM; (14) the performance of the

Company’s internal auditors and independent auditors; (15) risk management and risk assessment guidelines

and policies, including major financial risk exposure, and the steps taken to monitor and control such risks; and

(16) the implementation and effectiveness of the Company’s ethics and compliance program.

The Audit Committee consisted of Ms. Godbehere (Chairperson), Mr. de Castries, Ms. Parzani and Ms.

Schroeder.

During 2025, ten meetings of Stellantis’ Audit Committee were held. The average attendance of its members at

those meetings was 100 percent. The Committee reviewed the Stellantis’ financial results for the period ended

on June 30, and the full year, as well as the shipments and revenues related to the first and the third quarter of

the year. The Committee, with the assistance of the Stellantis’ CFO and other Company officers mainly from

finance and legal departments, focused on main business drivers in addition to key accounting, reporting

matters and periodical reviews of the main areas such as enterprise risk management, treasury, acquisitions,

insurance, and employee benefits/pensions review with specific focus on the areas of major audit risks such as

the evaluation of assets and liabilities requiring management judgment. Particular focus was dedicated to

cybersecurity matters. Independent Auditors attended all the meetings providing regular information to the

Committee on their activity. The Committee reviewed the annual internal audit plan, the performance of external

auditor, and received updates on legal and compliance matters, with the General Counsel attending the

Committee meetings. Internal Audit activity was reviewed on a regular basis with the Head of Audit, and

Compliance attending all the meetings and discussing with the Committee the main findings and remediating

actions. Internal control over financial reporting was part of these reviews as well. In line with the policy adopted

by the Company, the Committee was regularly involved in the review and approval of transactions entered into

with related parties.

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According to the Remuneration Committee charter in place in 2025, the responsibilities of the Remuneration

Committee were to assist and advice the Stellantis Board of Directors inter alia with respect to: (1) compensation

for executive Directors; (2) Stellantis’ remuneration policy; (3) compensation of non-executive Directors; and (4)

remuneration reports.

The Stellantis Remuneration Committee consisted of Ms. Cicconi (Chairperson), Mr. Ribadeau-Dumas, Mr. De

Castries, Mr. Ramot and Mr. Peugeot.

During 2025, four meetings of Stellantis’ Remuneration Committee were held with 100 percent attendance of its

members at those meetings. The Remuneration Committee reviewed the 2025 Remuneration Report,

recommended to the AGM to slightly revise the Company's Remuneration Policy as approved by 2021 General

Meeting of Shareholders and subsequently amended and approved by the 2023 General Meeting of

Shareholders and carefully assessed the shareholders’ feedback on 2024 Remuneration Report. Details of the

activities of the Remuneration Committee are included in the REMUNERATION REPORT section included

elsewhere in this report.

According to the ESG Committee charter in place in 2025, the responsibilities of the ESG Committee were to

assist and advice the Stellantis Board of Directors inter alia with respect to: (1) drawing up the selection criteria

and appointment procedures for directors of the Company (the “directors” and each a “director”); (2) periodic

assessment of the size and composition of the Board of Directors and as appropriate making proposals for a

composition profile of the Board of Directors; (3) periodic assessment of the performance of individual directors

and reporting on this to the Board of Directors; (4) proposals to the non-executive members of the Board of

Directors for the nomination and re-nomination of directors to be elected by the shareholders; (5) supervision of

the policy on the selection and appointment criteria for top executive management and on succession planning;

and (6) monitoring, evaluation and reporting to the Board of Directors on the strategy, targets, achievements,

relating to ESG matters globally of the Company and its subsidiaries.

The Stellantis ESG Committee consisted of Mr. de Castries (Chairperson), Mr. Ribadeau-Dumas, Ms. Cicconi,

Mr. Dufourcq and Ms. Parzani.

During 2025, two meetings of the Stellantis ESG Committee were held with 90 percent attendance of its

members at those meetings. The ESG Committee reviews the Company’s ESG roadmap, achievements and

disclosures in accordance with 2030 Dare Forward strategic plan and its implementation. In addition, the ESG

Committee periodically assesses the performance of individual directors and reports on this to the Board of

Directors. In 2025, the ESG Committee, recommended to the Board of Directors the nomination of Ms. Fiona

Clare Cicconi, Mr. Nicolas Dufourcq, Ms. Ann Godbehere, Ms. Claudia Parzani, Mr. Daniel Ramot, Mr. Benoît

Ribadeau-Dumas and Ms. Alice Davey Schroeder as candidates for non-executive director positions at the 2025

AGM. In addition, the non-executive directors, including the ESG Committee, recommended the nomination of

Mr. Filosa as a candidate for Executive Director position and Chief Executive Officer at the 2025 EGM and Board

of Directors meeting.

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During the year, the Committee assisted the Board of Directors by sharing developments in ESG strategy. The

Committee presented key ESG initiatives, developments in ESG KPIs, and ESG ratings results from the main

non-financial rating agencies. The Committee also presented the main lessons learned from its analysis of the

gaps between the content delivered by the Company and the expectations of ESG agencies, supplemented by

stakeholder engagement analyses as defined in its stakeholder engagement policy. The committee highlighted

how regulatory changes affect ESG. The Committee clarified the Company's strategy regarding environmental

impact and updated ESG objectives to align with ongoing developments in corporate strategy. It shared the

developments brought about by updates to ESG-related policies and finally gave an overview of its philanthropic

projects and their impact on communities.

According to the profile of non-executive directors approved in 2022 and amended in 2024, the Board of

Directors shall be composed in such manner that its composition reflects an adequate mix of technical abilities,

professional background, and experience, both general and specific, gained in an international environment and

pertaining to the dynamics of the macro-economy and globalization of markets, more generally, as well as the

industrial and financial sectors, more specifically. The size and composition of the board of directors also allows

for a mix of skills and experience that is adequate in terms of the size of the Company and its Group, as well as

the complexity and specific characteristics of the sectors in which the Company’s group operates and the

geographic distribution of its businesses. Stellantis non-executive directors are selected and recommended

according to the following selection criteria: (a) background/education/training/degrees; (b) (international)

experience; (c) skills; (d) nationality; (e) age and gender; (f) independence; and (g) diversity. In selecting and

nominating new non-executive directors, the Company shall ensure that such new directors complement the

knowledge and experience of the other non-executive directors and the above criteria are taken into account.

Each non-executive director has to be capable of assessing the broad outline of the overall policy of the

Company. The Board of Directors will designate the non-executive director(s) considered financial expert(s) as

referred to in Section 2(3) of the Dutch Decree on the Establishment of an audit committee (i.e., a financial

expert with relevant knowledge and experience of financial administration and accounting).

Details on the current duties of the Audit Committee, Remuneration Committee and ESG Committee, are set forth

in the sections “The Audit Committee”, “The Remuneration Committee” and “The ESG Committee”, within “Board

Practices and Committees” above.

During the 2025 financial year, the non-executive Directors supervised the adoption and implementation of the

strategies and policies by Stellantis, received updates on legal and compliance matters, and they were regularly

involved in the review and approval of transactions entered into with related parties. The non-executive Directors

also reviewed the reports of the Board of Directors and its committees, the ESG achievement and objectives.

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During 2025, there were fifteen meetings of the Board of Directors. Portions of these meetings took place without

the executive Directors being present. The average attendance at those meetings was 98.66 percent. An

overview of the attendance of the individual Directors per meeting of the Board of Directors and its committees

set out against the total number of such meetings is set out below:


Name	Meeting Board of Directors	Audit Committee	ESG Committee	Remuneration Committee
John Elkann	15/15
Antonio Filosa	6/6
Robert Peugeot	15/15			4/4
Henri de Castries	15/15	10/10	1/2	4/4
Fiona Clare Cicconi	15/15		2/2	4/4
Nicolas Dufourcq	14/15		2/2
Ann Godbehere	15/15	10/10
Wan Ling Martello	3/3	2/2		1/1
Claudia Parzani	14/15	10/10	2/2
Benoît Ribadeau-Dumas	15/15		2/2	4/4
Jacques de Saint-Exupery	3/3
Daniel Ramot	12/12			3/3
Alice Davey Schroeder	12/12	8/8

As of the date of this report, the Board of Directors is composed of eleven Directors including: Mr. Elkann, Mr. Peugeot and Mr. de

Castries, who were elected on January 4, 2021; Mr. Filosa, who was appointed to the Board of Directors by the 2025 Extraordinary

General Meeting held on July, 18, 2025, the date on which the Board of Directors also granted him the title of Chief Executive Officer; and

seven non-executive directors – Ms. Cicconi, Mr. Dufourcq, Ms. Godbehere, Ms. Parzani, Mr. Ribadeau-Dumas, Mr. Ramot and Ms.

Schroeder, who were appointed by the 2025 Annual General Meeting held on April 15, 2025

During these meetings, the key topics discussed were, amongst others: the update of the long-term strategic

plan; the Stellantis’ strategy including the approach to electrification, batteries and software strategy; analysis of

investments, the Stellantis’ financial results and reporting, business performance by segment, acquisitions and

divestitures, executive compensation, product plan and technological developments, brand, region and function

reviews, competitive scenarios, brands’ strategy, risk management, legal and compliance matters,

environmental-social-governance key targets and related roadmap, human resources, talent management,

employee wellbeing, culture and the Remuneration Report.

Main topics discussed with Directors include the following:

•auto OEM business overview with a focus on geographic presence, corporate footprint, R&D methodologies

and applications;

•new product development process including solutions to reduce vehicles CO2 emissions, in accordance with

the evolution of market demand and customers’ freedom of choice;

•technological challenges, including software developments driving innovation in the industry and customer

experience; and

•auto OEM strategy plans, new emerging players and disruptive innovation and business models.

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Independence of the non-executive Directors

The non-executive Directors are required by Dutch law to act solely in the interest of the Company. The Dutch

Corporate Governance Code stipulates the corporate governance rules relating to the independence of non-

executive Directors and requires under most circumstances that a majority of the non-executive Directors be

“independent.”

The Board of Directors determined that, in 2025, seven non-executive members of Stellantis’ eleven Board of

Directors members qualified as independent for purposes of NYSE rules, Rule 10A-3 of the Exchange Act, and

the Dutch Corporate Governance Code. The remaining directors, being Mr. Elkann, Mr. Filosa for the period

starting from July 18, 2025, Mr. Peugeot, and Mr. Ribadeau-Dumas, did not qualify as independent for the

purposes referred to in the preceding sentence.

The rules of the NYSE require that listed companies have a majority of independent directors, based on the

NYSE independence standards. While Stellantis, as a foreign private issuer, is exempted from this rule, the

Board of Directors determines on an annual basis which of its directors meet the NYSE independence

requirements.

Pursuant to Section 303A of the NYSE Listed Company Manual, an independent director is a director who, as

affirmatively determined by the board of directors, has no material relationship with the Company, either directly

or as an officer, partner or stockholder of an entity that has a relationship with the company. A director will not be

considered independent if:

•the director is, or has been within the last three years, an employee of the Company, or an immediate family

member is, or has been within the last three years, an executive officer, of the Company;

•the director has received, or has an immediate family member who has received, during any twelve-month

period within the last three years, more than $120,000 in direct compensation from the Company, other than

director and committee fees and pension or other forms of deferred compensation for prior service (provided

such compensation is not contingent in any way on continued service);

• (1) the director is a current partner or employee of a firm that is the Company's internal or external auditor; (2)

the director has an immediate family member who is a current partner of such a firm; (3) the director has an

immediate family member who is a current employee of such a firm and personally works on the Company's

audit; or (4) the director or an immediate family member was within the last three years a partner or employee

of such a firm and personally worked on the Company's audit within that time;

•the director or an immediate family member is, or has been with the last three years, employed as an executive

officer of another company where any of the Company's present executive officers at the same time serves or

served on that company's compensation committee; or

•the director is a current employee, or an immediate family member is a current executive officer, of a company

that has made payments to, or received payments from, the Company for property or services in an amount

which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2 percent of such other

company's consolidated gross revenues.

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Rule 10A-3 under the Exchange Act provides that no member of the Audit Committee may, other than in his or

her capacity as a member of the Board of Directors or any committee thereof (including the Audit Committee):

(i)accept directly or indirectly any consulting, advisory, or other compensatory fee from the Company or

any of its subsidiaries (with limited exceptions for payments under a retirement plan with the Company);

(ii)be an “affiliated person” of the Company or any of its subsidiaries. The term affiliate of, or a person

affiliated with, a specified person, means a person that directly, or indirectly through one or more

intermediaries, controls, or is controlled by, or is under common control with, the person specified.

Directors who are also employees of the company and/or any of its affiliates as well as any executive

officer, general partner or managing member of the Company or any of its affiliates and, generally, any

shareholder owning more than 10 percent of the voting share capital of the Company would be “affiliated

persons” under the Exchange Act.

For purposes of the Dutch Corporate Governance Code (2.1.8), a non-executive director is “independent” if, in

short, neither the director, nor the director’s spouse, registered partner or life companion, foster child or relative

by blood or marriage up to the second degree: (i) is an employee or executive director of the company (or an

issuing institution associated with the company) in the five years prior to his or her appointment; (ii) receives

personal financial compensation from the Company, or an entity associated with the Company, other than the

compensation received for the work performed as a non-executive director and in so far as this is not in keeping

with the normal course of business; (iii) has, or has had in the year prior to his appointment, an important

business relationship with the Company, or an entity associated with it; (iv) is a member of the management

board of a company in which an executive director of the Company is a supervisory director or a non-executive

director; (v) has temporarily performed management duties during the previous twelve months in the absence or

incapacity of the executive directors of the Company; (vi) has a shareholding in the Company of at least ten

percent, taking into account the shareholding of natural persons or legal entities collaborating with him on the

basis of an express or tacit, verbal or written agreement; or (vii) is a member of the management board or

supervisory board, an executive director or non-executive director, or representative, of a legal entity which

directly or indirectly holds at least ten percent of the shares in the Company, unless such entity is a member of

the same group as the Company.

Evaluation by the non-executive Directors

The non-executive Directors were responsible for supervising the Board of Directors and its committees, as well

as the individual executive and non-executive Directors, and are assisted by the ESG Committee in this respect.

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Each year, the Board of Directors, with a prominent role played by the Non Executive Directors, reviews and

discusses its own functioning and performance, as well as that of its Committees and individual Directors. In

2025, the Board conducted a comprehensive self-assessment, continuing its established practice of annual

evaluations. The assessment was supported by an external advisory firm and followed a structured, multi phase

methodology combining a tailored online questionnaire, in depth individual interviews, and a review of

governance practices. The process addressed both regulatory requirements and long term value creation,

examining Board composition, governance quality, strategic alignment, risk oversight, human capital, and

environmental awareness. A customized set of 59 questions, together with interviews with each Director,

enabled an evaluation of predictive factors of Board performance, including decision making dynamics,

information flow, committee effectiveness, board composition and skills, quality of debate and engagement,

alignment with strategic challenges and risk oversight capability. The most recent internal assessment (2024–

early 2025) confirmed that the Board operated with effective governance, demonstrating strong engagement,

constructive debate, and well structured committee work. Directors emphasized the high quality of meeting

organization and effective oversight of key strategic areas such as ESG, talent, long term strategy, and risk

management. The external assessment sought to build on these results by identifying improvement opportunities

and strengthening the Board’s readiness for major transitions, including software, electrification, regulatory

developments, and execution of the strategic plan. The final report, delivered in early 2026, provided

aggregated quantitative and qualitative insights, a skills matrix, complementarity analysis, and an action plan to

further enhance Board effectiveness.

The non-executive Directors were regularly informed by each committee as referred to in best practice provision

2.3.5 of the Dutch Corporate Governance Code and the conclusions of those committees were taken into

account when drafting this report of the non-executive Directors.

The non-executive Directors were able to review and evaluate the mission of the Audit Committee, ESG

Committee and Remuneration Committee. Based on the evaluations, the charters of the Audit Committee and of

the ESG Committee have been amended first at the Governance Effective Time in connection with the

implementation of the Stellantis governance arrangements following the merger and then during the year 2021

and 2024. Details on the current charters of the Audit Committee, the ESG Committee and the Compensation

Committee, are set forth in the sections “The Audit Committee”, “The Remuneration Committee” and “The ESG

Committee”, within “Board Practices and Committees” above.

Also, pursuant to Stellantis’ Remuneration Committee Charter, in 2021 the Compensation Committee

recommended the Amendment of the remuneration policy of the Board of Directors, also in view of the size of

the Company following the merger, implemented and oversaw the remuneration policy as it applied to non-

executive Directors of Stellantis, executive Directors of Stellantis and senior officers reporting directly to the

executive Directors of Stellantis. In 2023 and in 2025 the Remuneration Committee recommended to the Board

of Directors to amend the Company's remuneration policy and the revised remuneration policy of the Board of

Directors was approved by the AGM as of April 13, 2023 and as of April 15, 2025. The Remuneration Committee

administered all of the equity incentive plans and deferred compensation benefits plans of Stellantis. On the

basis of the assessments performed, the non-executive Directors determined the remuneration of the executive

Directors as reported in the Remuneration Report. Furthermore, the Remuneration Committee recommended the

review and approval of the Long-Term Incentive (“LTI”) Plan.

The non-executive Directors have supervised the performance of Stellantis’ Audit Committee, Remuneration

Committee and ESG Committee.

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Remuneration Report

This Remuneration Report provides an overview of our remuneration policy and practices, and its application to

executive compensation in 2025. This report has been approved by the Remuneration Committee of the Board

of Directors.

Letter from the Chairperson of the Remuneration Committee

Dear Shareholders,

On behalf of the Remuneration Committee of the Board of Directors, I am pleased to present Stellantis’ 2025

Remuneration Report. The year 2025 marked a decisive change of transition for our Company. With the

departure of our CEO at the end of 2024, our Chairman, John Elkann led the Company through the first half of

2025, followed by the appointment of Antonio Filosa as our new CEO mid-year.

As always, we remain committed to transparency and clarity regarding the compensation of our directors and

executives. The Board recognizes that remuneration is a complex and sensitive topic for shareholders and

stakeholders. Our pay for performance philosophy continues to guide us, ensuring that executive compensation

is thoughtfully aligned with long-term value creation for our shareholders and the sustained success of Stellantis.

Over the past few years, we have engaged with our shareholders in meaningful dialogue to better understand

any shareholder concerns with the approach and design of our executive compensation programs. The

Committee recognizes that with a 66.92 percent approval rate for our 2024 Remuneration Report, a 72.76

percent approval rate for our Remuneration Policy, and an 81.07 percent approval rate for our Equity Incentive

Plan for executives, there are diverse viewpoints and opportunities to improve alignment with investors’

expectations. Feedback has been welcomed, management and the Board understand the issues that matter

most to shareholders, and what we’ve learned will contribute to how practices evolve.

We appreciate your consideration in reviewing this year’s Remuneration Report and look forward to continued

engagement. We hope that our shareholders vote in favor of this year’s Remuneration Report which will be

submitted for an advisory vote at our AGM on April 14, 2026.

Fiona Clare Cicconi

Chair, Remuneration Committee

Key Business Highlights

Stellantis – Culture, Strategy and Vision

Culture

Five years ago, a new force in the automotive industry was born. A true constellation of iconic brands, with

impressive global scale, deep local roots, and powerful histories. A constellation energized by exciting products

that inspire passion and desire around the world.

Like any constellation, it is made up of shining stars. Thousands of them, spread across the planet, but united by

one shared aspiration: a deep commitment to putting our customers at the center of everything we do.

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At Stellantis, we have the talent, the resilience, and the determination to face our challenges head-on. We are

passionate about working together and we are hands-on. We simplified the organization and removed

obstacles to empower our teams in the regions to get us all closer to our customers. These efforts are now

leading us to gradual, but visible improvements. We are a Global company with strong regional roots.

Strategy and Vision

With the appointment of our new CEO in July and the subsequent establishment of our new leadership team, we

are focusing on growth and increased market share. The new leadership team has outlined 3 initial priorities:

•Back to Growth: Implementing a tailored product plan by region, listening to dealers and customers, reducing

the impact of tariffs.

•Rebuild Industrial Execution: Improving quality and rebuilding customer satisfaction and trust.

•Enhanced Profitability & Focus on Customers: The way we build value for our customers and shareholders

through dealer and supplier relationships, customer service and technical assistance, and delivering products

our customers want.

Despite a year of change and uncertainty, our focus and resilience have created real momentum for Stellantis.

We are now moving to decisively correct our course where this is necessary, while also building on the

achievements of the past five years. We are making excellent progress in building a new strategic plan that will

serve as our compass for an even stronger future.

Our Company’s Performance

In 2025 we faced tough challenges and results were far from our potential. We are determinedly working on

improvements and are confident in our ability to address those issues. Below is a brief summary of the

Company’s performance in 2025:

•5,484 thousand vehicles shipped (refer to Financial Overview - Shipment Information included elsewhere in

this report for additional information);

•Net revenues of €153.5 billion;

•Net loss of €22.3 billion;

•Adjusted Operating Income/(Loss) (“AOI”) of €(0.8) billion (refer to Non-GAAP Financial Measures included

elsewhere in this report for additional information);

•Cash flows used in operating activities of €4.7 billion; and

•Industrial free cash flow of €(4.5) billion (refer to Non-GAAP Financial Measures included elsewhere in this

report for additional information).

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Our Approach to Executive Remuneration

Clear alignment between executive rewards and shareholder interests is central to our Remuneration Policy. Our

pay-for-performance philosophy has strong links between rewards and results for both our short-term and long-

term incentive plans.

The Remuneration Committee has a clearly defined process for setting stretch targets for our incentive

compensation plans and a framework for decision-making around executive remuneration. A third-party,

independent consulting advisor provides recommendations and information on best market practices for

remuneration structure and design. The Committee had extensive discussions, supported by its external advisor,

to review the composition and key drivers of remuneration.

The Remuneration Committee determines executive remuneration on the basis of a set of principles (as shown in

the table below) that demonstrate clear alignment with shareholder and other stakeholder interests with the

responsibility to ensure that executive remuneration is closely aligned with financial and strategic performance.

Total Rewards Philosophy & Core Principles


	Alignment with Strategy Compensation is strongly linked to the achievement of the Company’s disclosed performance targets.
	Pay for Performance Must reinforce our performance-driven culture and principles of meritocracy. Majority of pay is linked directly to Company performance through both short and long-term variable pay.
	Competitiveness Compensation will be competitive against the comparable global market and set in a manner to attract, retain and motivate expert leaders and highly qualified executives. Considering competitiveness across both the European and U.S. talent market is essential given our global footprint.
	Creating Long-term Shareholder Value Performance targets triggering any variable compensation payment should align with the interests of shareholders and other stakeholders.
	Compliance Compensation policies and practices are designed to comply with applicable laws and corporate governance requirements.
	Risk Prudence The compensation structure and design should avoid incentives that encourage unnecessary or excessive risks that could threaten the Company’s value.

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Oversight and 2025 Remuneration Decisions

The Remuneration Committee oversees our executive compensation program and plans to align them with our

strategy, goals and shareholder interests. In making 2025 compensation decisions, the Committee considered

several factors, including:


(1)	(2)	(3)	(4)	(5)
Compensation programs at peer companies (both US and European)	Stellantis’ past performance and for purposes of incentive planning, the upcoming Company annual and long-term business plans	Annual and long-term financial plans as part of our growth strategy and long-term outlook	Incentive plan payouts from our historical compensation programs	Methods of aligning executive compensation with shareholder returns

The Remuneration Committee meets throughout the year and takes into account these factors for making any

actions for the remuneration yearly cycle. Performance metrics, targets and performance/payout ranges for our

incentive plans are established early in the respective performance years. For the 2025 remuneration cycle, the

following considerations and actions were taken:

•Continue the practice to reassess our annual bonus plan performance financial targets and performance/

payout ranges to help ensure a challenging, yet achievable plan that aligns with Company and shareholder

interests;

•Align performance targets and performance/payout ranges with 2025 performance equity grants and

Stellantis’ total rewards philosophy, long-term strategy and operating goals; and

•Although the Company’s business strategy and business plans had changed later in 2025 to address the

industry shift from electrification of vehicles, the Remuneration Committee did not revise or adjust the

performance financial targets and performance/payout ranges of the 2025 annual incentive program and

2025-2027 long-term incentive plan that were established from the prior 2025 business plan.

Our Executive Remuneration Framework


Our philosophy, approach and delivery of remuneration is strongly tied to the success of Stellantis to align executives’ interests with the long-term interest of our shareholders. Accordingly, a significant portion of our CEO’s compensation is designed to be “at risk” and dependent on achieving quantitative performance goals over both short- and long- term periods.

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The table below provides a high-level summary of the core elements of the remuneration for our Executive Directors:


Remuneration Element	Key Feature	Alignment to Strategy and Shareholder Interests
Base Salary	Market-based fixed cash compensation set competitively as compared to large global automobile manufacturers in the peer group.	Set at a level to attract, motivate and retain the best talents in global and/or regional markets.
Short-Term Incentive Plan - Stellantis Annual Incentive Plan (“SAIP”)	Paid annually in cash; the CEO’s target opportunity is 200% of base salary and maximum opportunity is 400% of base salary. For 2025, under a one-time derogation to the Remuneration Policy, the Chairman is eligible to participate with a target opportunity of 100% of base salary and maximum opportunity of 200% of base salary.	Incentivize delivery of performance against our pre-established and challenging annual strategic and financial goals.
LTI Plan	100% Performance Share Units (PSUs): Conditional rights on ordinary shares, with amounts earned subject to Company performance and a three-year vesting schedule.	Incentivize delivery of financial performance and creation of long-term sustainable value; demonstrates long- term alignment with shareholder interests. PSUs are 100% at-risk and contingent upon Stellantis’ performance - no amounts are guaranteed.
Share Ownership and Retention Guidelines	Executive Directors: •Six (6) x Annual Base Salary •Required to retain one hundred percent (100%) of net, after-tax shares of Common stock issued upon vesting and settlement of any equity awards granted until the fifth (5th) anniversary of the grant date of such award. •Shares owned outright and any unvested Restricted Stock Units (RSUs) are counted for purposes of satisfying the guideline. Unvested PSUs are not considered.	Establishes long-term alignment with shareholders; promotes focus on management of company risks.
Retirement Benefits	Defined contribution retirement savings plan that is available to the CEO and all employees in the country of employment. The Chairman participates in a retiree health care benefit plan.	Provides appropriate retirement savings designed to be competitive in the relevant market.
Other Benefits & Allowances	Executive Directors may receive usual and customary fringe benefits such as severance, company vehicles, security, medical insurance, tax preparation, financial consulting and tax equalization.	Recognizes competitive practices.

Our Compensation Peer Group

The Remuneration Committee reviews each year the compensation peer group for compensation comparisons

and makes any updates as needed to align with the established criteria and Company strategy. Additional

companies may be considered for benchmarking particular executive/director compensation when necessary.

The Committee strives to identify a peer group that best reflects all aspects of Stellantis’ business and considers

our global footprint, revenue, market capitalization and/or enterprise value. It is important to note that to attract

and retain our top executive talent, we need to consider a blend of both U.S. and European companies - as a

significant portion of our business, revenue and profitability is driven by both regions. Given its global

footprint, Stellantis must be considered a global company.

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The allocation of revenues do not sum to 100 percent as the operating segments are not reflected

In addition to including U.S. and European automobile manufacturers, our peer group includes U.S. and

European companies with a global presence that have significant manufacturing and/or engineering operations.

We do not limit our peer group to our industry alone because we believe compensation practices at other large

global multinational companies affect our ability to attract and retain diverse talent.

For 2025, the Remuneration Committee approved the removal of Continental and Honeywell from the Company’s

peer group. The result of Continental’s spin-off of its automotive segment (Aumovio) and planned spin-off its

rubber/plastics segments (ContiTech) and Honeywell’s separation of its aerospace and automation segments

places them below our threshold in terms of company size. With this change, we continue the blended balance

between European-based and US-based companies.


U.S. Companies		European Companies
Boeing	General Dynamics	Airbus	Siemens
Caterpillar	General Electric	ArcelorMittal	Volvo Cars
Chevron	General Motors	BASF	TotalEnergies SE
Deere	Lockheed Martin	BMW	Volkswagen
Exxon Mobil	Raytheon Technologies	Mercedes-Benz	Volvo
Ford		Renault

We review each element of compensation compared to the market and generally target our total direct

compensation (base salary, annual bonus and long-term incentives, or for Non-Executive Directors - retainers,

meeting fees, committee service) for Directors, on average, to be at or near market median.

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In addition, we consider Stellantis’ relative size and scope against those of our peers in assessing and setting

our pay levels and program designs for our Directors. An individual compensation element or an individual’s

total direct compensation may be positioned above or below the market median because of his or her specific

responsibilities, experience, and performance.

Pay for Performance

A key characteristic of Stellantis’ Remuneration Policy is pay for performance. All elements of our compensation

structure – base salary, incentive compensation and benefits – are benchmarked with our Peer Group and are

designed to align in driving shareholder value.

Our incentive programs are based on our pay-for-performance principles and include all employees of the

Company globally. Incentives based on performance come in the form of an annual bonus plan or a profit-

sharing plan, and long term incentive plan (covering eligible executives) – all plans are based on achievement of

strategic business annual and applicable long term goals. Our pay-for-performance approach in compensation

covers all employees of the Company – where substantially all employees share in the success for the year.

The realized 2025 compensation (in USD) reflects all pay received as CEO and Chief Operating Officer of North

America and does not contain the value of any fringe benefits.

Analysis of Risk in the Compensation Architecture

The Remuneration Committee, in reliance on analysis provided by an outside and independent consulting

advisor engaged by the Company, annually evaluates the risk profile of our executive compensation and

benefits programs. In its 2025 annual evaluation, the Committee reviewed our executive compensation structure

to determine whether our remuneration policies, programs and practices encourage our executives or

employees to take unnecessary or excessive risks that would be materially adverse to the Company. As a result

of that review, along with the outside and independent consulting advisor’s risk assessment analysis and results,

the Committee concluded that the 2025 executive compensation plans were designed in a manner to:

•achieve a balance of short- and long-term performance aligned with key stakeholder interests;


		Page

Board of Directors and Independent Auditor		4
BOARD REPORT		5
INTRODUCTION		5
MANAGEMENT REPORT		9
Stellantis Overview		9
Updates to Current Strategic Plan		11
Overview of Our Business		11
Sales Overview		16
Environmental and Other Regulatory Matters		30
Financial Overview		39
Results of Operations		47
Liquidity and Capital Resources		67
Risk Management		76
Risk Factors		80
Corporate Governance		104
Remuneration Report		162
CONTROLS AND PROCEDURES		187
FINANCIAL STATEMENTS		191
Consolidated Financial Statements at December 31, 2025		191
Consolidated Income Statement		197
Consolidated Statement of Comprehensive Income		198
Consolidated Statement of Financial Position		199
Consolidated Statement of Cash Flows		200
Consolidated Statement of Changes in Equity		201
Notes to the Consolidated Financial Statements		202
OTHER INFORMATION		332
ADDITIONAL INFORMATION FOR NETHERLANDS CORPORATE GOVERNANCE		332
ADDITIONAL INFORMATION FOR U.S. LISTING PURPOSES		337
FORM 20-F CROSS REFERENCE		353
SIGNATURES		356