stellantis-2025-12-31-en

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

MESSAGE FROM THE CHAIRMAN AND THE CEO

MESSAGE FROM THE CHAIRMAN

The past year was a very difficult one for Stellantis. In the face of internal and external issues, we took decisive

steps to simplify our organization, reconnect with customers, and position the Company for more durable,

profitable growth in a rapidly evolving industry.

I spent the first half of the year serving as acting Chief Executive Officer, working at a demanding yet energizing

pace alongside all colleagues across the Company. Together, we focused on addressing our own strategic and

operational challenges while also responding to external pressures, including tariffs, regulatory complexity, and

intensifying competition. This period required decisive action, close collaboration, and a strong focus on

execution across the organization.

In May 2025, our Board of Directors unanimously selected Antonio Filosa as CEO, reflecting his deep

understanding of the Company, its operations, and the sector. Since stepping into the role in June 2025, Antonio

has brought a people‑first leadership approach, while sharpening priorities, and guiding Stellantis through a

period of significant industry transformation. On his first day, he introduced a refreshed leadership team

comprised of experienced operators with expanded global responsibilities to accelerate decision‑making and

delivery.

With this team in place, we are laying the foundation for renewed momentum, including the launch of 10 new

products in 2025 that give customers true freedom of choice across gas, battery‑electric, mild‑hybrid, hybrid,

range‑extended, and plug‑in hybrid powertrains.

We also listened closely to our customers and acted. In direct response to their feedback, Ram announced the

return of the 5.7‑liter HEMI® V‑8 in the 2026 Ram 1500, with the first trucks arriving at dealerships in the second

half of 2025. During that same period, we reintroduced several beloved nameplates that have been on

production hiatus since 2023 — the hybrid Jeep® Cherokee and the ICE Dodge Charger SIXPACK — while

welcoming the four‑door Charger Daytona to the lineup. Peugeot reignited enthusiasm with the revival of the GTi

franchise, unveiling the new 208 GTi at the 24 Hours of Le Mans in June 2025. In South America, we

strengthened our presence with the Fiat Titano pickup, now produced in Córdoba, Argentina, featuring a new

engine and transmission tailored to regional market needs.

These decisions reflect a simple priority: deliver vehicles customers want, with the quality and spirit that define

our brands.

Technology remains central to our competitiveness. Artificial intelligence is a pillar of our digital transformation,

enabling advancements in engineering, manufacturing, quality, and the in‑car experience.

Our people continue to fuel our performance and culture. In June 2025, more than 1,500 employees gathered at

the Chrysler Technology Center in Auburn Hills to celebrate a century of ingenuity and to honor the individuals

who made it possible. These moments reaffirm that our greatest strength is the talent and passion of our global

workforce.

Stellantis enters 2026 with humility about the challenges ahead and confidence in our capabilities. We will

communicate the next phase of our strategy internally and externally, and deliver our Investor Day, in May, 2026.

Our objective is to provide transparent, credible targets and a focused roadmap for execution.

We have iconic brands, a refreshed leadership team, a robust product pipeline, and a technology roadmap

designed to meet customers where they are headed. Most importantly, we have more than 250,000 colleagues

whose ingenuity and dedication drive our Company forward every day.

On behalf of the Board of Directors, thank you for your continued support and trust. We will stay close to the

customer, execute with discipline, and communicate with clarity as we progress through the year.

February 26, 2026

/s/

John Elkann

Chairman

MESSAGE FROM THE CHIEF EXECUTIVE OFFICER

The past year has been one of important change and decisive action for Stellantis. And one principle has guided

every decision we have made: putting our customers and their real-world needs back at the heart of everything

we do.

2025 was transitional and transformative in this process. Against an external backdrop of economic headwinds,

supply chain disruptions, regulatory uncertainties, and new variables in the form of tariffs, our new leadership –

first under the leadership of our Executive Chairman, John Elkann, and from June 2025 onward with me as your

Chief Executive Officer – worked relentlessly to reset our Company for renewed, profitable growth.

Over the five years since its creation, Stellantis has established itself as a leader in electric vehicles, and this

positions us well for a future that will become ever more electric. At the same time, we must have the humility to

recognize that we significantly overestimated the pace of adoption of this new technology and, in doing so,

distanced ourselves from the needs, means, and desires of too many of our customers. The impact of this

overestimation was also compounded by poor operational execution. That is why last year we went deep into

every corner of our business to conduct a comprehensive review of our strategy and our operations. As a result,

we realigned our Company with customer preferences and market realities, identified issues in our

manufacturing and quality systems, and began systematically addressing those execution gaps.

On my first day as CEO, I stated that there was nothing wrong at Stellantis that could not be fixed with the

passion, skills, and dedication that exist within Stellantis. And the energy and creativity with which our teams

have responded to that call have been impressive. We have had to take tough and decisive actions — including

the approximately €22 billion in charges we announced in February 2026, which had a huge impact on our 2025

financial results. But these were the cost of the painful yet necessary changes we made to return our Company

to long-term profitable growth and value creation.

Our reset is built on a clear ambition to be a beacon for freedom of choice in mobility. During 2025, we

expanded our product offering across all powertrains – electric vehicles, hybrids and internal combustion

engines – because we recognize that different customers in different markets lead different lifestyles and have

their own needs and expectations. By fully embracing our customers’ needs while maintaining a disciplined

approach to capital allocation, we can see the early signs of the progress we are making. We returned to volume

and net revenue growth in the second half of 2025, saw increases in customer and dealer orders, as well as

promising initial improvements in product quality. Beyond our renewed product coverage, we reshaped the way

Stellantis works. We re-empowered regional teams to make decisions closer to the customers they know and

serve best, reorganized manufacturing and quality processes, and strengthened our core capabilities by hiring

over two thousand engineers. All under a unified, binding culture based on three key principles: we put the

customer at the heart of the way we think, design, develop, and deliver our products and services; we are

passionate about working together, with a hands-on approach to problems and opportunities; and we are a

global company that draws unique strength from our strong regional roots. Looking ahead to 2026, our clear

focus is on execution, building on the early momentum our reset is creating, prioritizing sales growth, improving

our industrial processes and product quality, and delivering a progressive return to profitable growth. In 2026,

we aim to improve Net revenues, Adjusted operating income margins, and Industrial free cash flows while

maintaining our balance sheet strength. As we prepare to present our new strategic plan, in May 2026, we do so

with humility about the lessons learned and confidence in the opportunities ahead. Stellantis remains uniquely

positioned, with its iconic brands, global scale and deep local roots. Customers are our guiding star, and our

commitment is to ensure freedom of choice to meet their diverse needs while creating sustainable value for all

stakeholders. Finally, none of this would be possible without the passion, ingenuity, and resilience of all our

people across the globe. We are one team, and together we will win. Thank you for your trust and continued

support as we move from reset to renewal.

February 26, 2026

/s/

Antonio Filosa

Chief Executive Officer (“CEO”)

BOARD REPORT

INTRODUCTION

About this Report

This document, referred to hereafter as the “Annual Report”, constitutes the Statutory annual report in

accordance with Dutch legal requirements, 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.

Furthermore, in light of the inherent difficulty in forecasting future results, any estimates or forecasts of particular

periods that are provided in this report are uncertain. We expressly disclaim and do not assume any liability in

connection with any inaccuracies in any of the forward-looking statements in this report or in connection with any

use by any third party of such forward-looking statements. Actual results could differ materially from those

anticipated in such forward-looking statements. We do not undertake an obligation to update or revise publicly

any forward-looking statements.

Additional factors which could cause actual results and developments to differ from those expressed or implied

by the forward-looking statements, refer to “Risk Management - Risk Factors” included elsewhere in this report

for additional information.

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. In parallel with this longer‑term

strategic review, the Company has taken a series of actions during 2025 to focus on profitable growth and to

better align the portfolio with customer preferences. These steps, which are summarized below, should be

considered complementary to, the ongoing broader strategic reassessment.

Product Revivals: Stellantis has reintroduced iconic models and powertrains in North America, which included:

• Jeep Cherokee with hybrid electric vehicle (“HEV”) powertrain;

• Ram 1500 with a HEMI V-8 engine; and

• Dodge SIXPACK-powered Charger.

Additionally, the Street and Racing Technology lineup (“SRT”) returns with premium products in North America

such as the Dodge Durango SRT Hellcat launched in Q4 2025 with multiple SRT products to be launched by

2030.

Market Expansion: Stellantis is targeting untapped regional market segments. In North America, the Company

plans to introduce the all-new Jeep Recon battery electric vehicle (“BEV”) and the Jeep Grand Wagoneer range-

extended vehicle (“REEV”) in 2026, followed by a large SUV and a Ram midsize pickup truck planned for launch

in 2028. In Enlarged Europe, the Company is expanding market coverage with three STLA Medium platform

vehicles: Citroën C5 Aircross, DS No.8 and Jeep Compass and continuing the ramp up of Smart Car products (a

multi-energy platform). In South America, we are expanding our presence with our mid-size pickup truck with the

start of production of the new Ram Dakota in Argentina.

Multi-energy Focus: As the transition to electrification continues, guided by customer demand rather than

mandate, Stellantis will continue to support customers whose needs are best met by its expanding portfolio of

hybrid and internal combustion engine (“ICE”) vehicles. Multiple nameplates are expected to offer expanded

powertrain options to meet evolving customer expectations.

Investment in U.S. Production: In October 2025, Stellantis announced a $13 billion (€11 billion) investment

over four years to increase its U.S manufacturing capacity utilization. This initiative will support the launch of five

new vehicles across key markets; enable the production of a new four-cylinder engine; and generate more than

5,000 new direct jobs across our facilities in Illinois, Ohio, Michigan, and Indiana.

Product Quality Management: In 2025, the Company undertook a comprehensive reorganization of its global

manufacturing and quality management processes. During the year, more than 2,000 engineers were hired,

primarily in North America. The renewed focus on quality, enhanced methodologies and expanded engineering

capabilities are already delivering encouraging early results. For example, the number of issues reported during

the first month of vehicle ownership has declined by more than 50 percent in North America and by over 30

percent in Enlarged Europe since the beginning of 2025.

Strategic Decision-Making: the Company is addressing key strategic needs and actions have been taken

during 2025 such as:

• the discontinuation of its hydrogen fuel cell technology development program, due to limited availability of

hydrogen refueling infrastructure, high capital requirements, and the need for stronger consumer purchasing

incentives;

• the STLA AutoDrive strategy has been strengthened by focusing internal development within the aiMotive

team, accelerating the scale‑up of advanced driver assistance systems with a clear path toward Level 3

autonomy as validation and regulatory frameworks evolve. This core innovation is complemented by targeted

partnerships for specialized modules, positioning Stellantis to deliver next‑generation mobility solutions; and

• The signing of a non-binding memorandum of understanding (“MOU”) with tech players and mobility providers

to advance its global robotaxi strategy and become a leader in autonomous vehicles, including:

• Pony.ai to advance Level 4 in Europe. Level 4 autonomous driving is a high‑automation mode where the

vehicle drives entirely on its own within defined conditions, requiring no human attention or intervention;

• NVIDIA, Uber Technologies, Inc and Foxconn to expand Level 4 globally, commencing in the U.S; and

• Bolt to advance large-scale deployment of Level 4 in Europe.

Localization Expansion: extending the successful South American localization model to the Middle East and

Africa, covering both vehicle and component production. Stellantis is actively increasing local production in

Algeria.

Developing existing partnerships, in November 2025, Stellantis and Contemporary Amperex Technology Co.,

Limited (“CATL”) announced an agreement to invest up to €4.1 billion to form a joint venture to build a large-

scale lithium iron phosphate (“LFP”) battery plant in Zaragoza, Spain.

AOI-accretive products: introducing new and enhanced products aimed at strengthening AOI, including the

relaunch of the Ram 1500 equipped with a HEMI V‑8 engine and the reinstatement of the SRT division,

accompanied by the announcement of additional product initiatives. Programs that are not expected to achieve

profitable scale, such as the Ram 1500 BEV, have been discontinued.

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, Pe ugeot 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 N o 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.

To comply with these requirements, Stellantis utilizes environmental management system (“EMS”) on its

operations, which are designed to ensure compliance with applicable regulatory requirements and reduce the

environmental impact of our manufacturing activities. This program operationalizes our commitment to

responsible environmental management of our manufacturing methods and processes. We have established a

corporate requirement that all of our manufacturing facilities become certified under the EMS requirements set

forth in the ISO 14001 standard (ISO is an international standard-setting organization). As of December 31,

2025, the majority of Stellantis manufacturing plants had an ISO 14001 certified EMS in place .

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 charts present Company’s Adjusted operating income walk by segment for 2025 compared to the

corresponding period in 2024:

Adjusted operating income by segment - 2025 compared to 2024 (€ million)

For a discussion of Adjusted operating income for each of our six reportable segments in 2025 as compared to

2024 see Results by Segment below.

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. t ariffs, 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.

Net revenues

The decrease in Maserati Net revenues in 2025 compared to the corresponding period in 2024 was primarily

due to lower volumes and lower vehicle net prices as a result of de-stocking activities in North America and in

China.

Adjusted operating income/(loss)

The increase in Maserati Adjusted operating income/(loss) in 2025 compared to the corresponding period in

2024 was mainly due to lower Research and development costs and reduced depreciation and amortization

costs from previously impaired assets, partially offset by decreased net pricing in North America and lower

volumes from reduced product portfolio, U.S. tariffs and reduced appetite for luxury products in China.

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.

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We face risks related to quality and vehicle safety issues, which could lead to product recalls and warranty

obligations that may result in direct costs, and any resulting loss of vehicle sales could have material adverse

effects on our business.

Our performance is, in part, dependent on complying with quality and safety standards, meeting customer

expectations and maintaining our reputation for designing, building and selling safe, high-quality vehicles. Given

the global nature of our business, these standards and expectations may vary according to the markets in which

we operate. For example, vehicle safety standards imposed by regulations are increasingly stringent. In

addition, consumers’ focus on vehicle safety may increase further with the advent of autonomous and connected

cars. If we fail to meet or adhere to required vehicle safety standards, we may face penalties, become subject to

other claims or liabilities or be required to recall vehicles.

We are also obligated under the terms of our warranty agreements to make repairs or replace parts in our

vehicles at our expense for a specified period of time. These factors, including any failure rate that exceeds our

assumptions, could have a material adverse effect on our business, financial condition and results of operations.

For example, during the second half of 2025, we recognized a €5.3 billion expense due to a change in estimate

for contractual warranty provisions, resulting from the reassessment of the estimation process, taking into

account recent increases in cost inflation and a deterioration in quality, as a result of operational choices that did

not deliver the expected quality performance.

In 2025, we decided to recall approximately 13.4 million vehicles. Recall costs substantially depend on the

nature of the remedy and the number of vehicles affected and may arise many years after a vehicle’s sale.

Product recalls may also harm our reputation, force us to halt the sale of certain vehicles and cause consumers

to question the safety or reliability of our products. Given the intense regulatory activity across the automotive

industry, ongoing compliance costs are expected to remain high. Any costs incurred, or lost vehicle sales,

resulting from product recalls could materially adversely affect our financial condition and results of operations.

Moreover, if we face consumer complaints, or receive information from vehicle rating services that calls into

question the safety or reliability of one of our vehicles and we do not issue a recall, or if we do not do so on a

timely basis, our reputation may also be harmed and we may lose future vehicle sales.

We are subject to laws and regulations relating to corruption and bribery, as well as stakeholder expectations

relating to human rights in the supply chain and a failure to meet these legislative and stakeholder standards

could lead to enforcement actions, penalties or damage awards and may also adversely affect our reputation with

consumers.

We are subject to laws and regulations relating to corruption and bribery, including those of the U.S., the United

Kingdom and France, which have an international reach and which cover the entirety of our value chain in all

countries in which we operate. We also have significant interactions with governments and governmental

agencies in the areas of sales, licensing, permits, regulatory, compliance, environmental matters and fleet sales

among others. A failure to comply with laws and regulations relating to corruption and bribery may lead to

significant penalties and enforcement actions, adversely affect our reputation and relationships with

governments and financial counterparties, and could also have a long-term impact on our presence in one, or

more, of the markets in which such compliance failures have occurred.

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In addition, our customers may have expectations relating to the production conditions and origin of the

products they purchase. Therefore, it is important for us to seek transparency across the entire supply chain,

which may result in additional costs being incurred. A failure by us, or any of our suppliers or subcontractors, to

comply with employment or other production standards and expectations may result in adverse consequences

to our reputation, disruptions to our supply chain and increased costs as a result of remedial measures needing

to be undertaken to meet stakeholder expectations, which could have a material adverse effect on our business,

financial condition and results of operations.

We may not be able to adequately protect our intellectual property rights, which may harm our business.

Our success depends, in part, on our ability to protect our intellectual property rights. If we fail to protect our

intellectual property rights, others may be able to compete against us using intellectual property that is the same

as or similar to our own. In addition, there can be no guarantee that our intellectual property rights will be

sufficient to provide us with a competitive advantage against others who offer similar products. Despite our

efforts, we may be unable to prevent third parties from infringing our intellectual property rights and using our

technology for their competitive advantage. Any such infringement could have a material adverse effect on our

business, financial condition and results of operations.

The laws of some countries in which we operate do not offer the same protection of intellectual property rights as

do the laws of the U.S. or Europe. In addition, effective intellectual property enforcement may be unavailable or

limited in certain countries, making it difficult to protect our intellectual property from misuse or infringement

there. An inability to protect our intellectual property rights could have a material adverse effect on our business,

financial condition and results of operations.

It may be difficult to enforce U.S. judgments against our Directors, Senior Management and independent auditors.

Most of our Directors and Senior Management, and our independent auditors, are resident outside the U.S., and

all or a substantial portion of their respective assets may be located outside the U.S. As a result, it may be

difficult for U.S. investors to establish jurisdiction over these persons. It may also be difficult for U.S. investors to

enforce judgments within the U.S. that are predicated upon the civil liability provisions of the securities laws of

the U.S. or any state thereof. In addition, there is uncertainty as to whether courts outside the U.S. would

recognize or enforce these judgments against our Directors and Senior Management or our independent

auditors.

As an employer with a large workforce, we face risks related to the health and safety of our employees, as well as

reputational risk related to diversity and inclusion.

We employ a significant number of people who are exposed to health and safety risks as a result of their

employment. Working conditions can cause stress or discomfort that can impact employees’ health and may

result in adverse consequences for our productivity. In addition, as an automotive manufacturer, a significant

number of our employees are shift workers in production facilities, involving physical demands which may lead

to occupational injury or illness. The use or presence of certain chemicals in production processes may

adversely affect the health of our employees or create a safety risk. As a result, we could be exposed to liability

from claims brought by current or former employees and our reputation, productivity, business, financial

condition and results of operations may be affected.

In addition, while our practices relating to diversity and inclusion in the workplace are intended to be compliant

with applicable law, they may lead to heightened scrutiny from stakeholders who support or oppose these

practices, which could impact our reputation and result in an adverse effect on our business, financial condition

and results of operations.

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Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002

could have an adverse effect on our business and the value of our common shares.

Effective internal controls, enable us to provide reliable and accurate financial statements and to effectively

prevent fraud. While we have devoted, and will need to continue to devote, significant management attention

and resources to complying with the internal control over financial reporting requirements of the Sarbanes-Oxley

Act of 2002, as amended, there is no assurance that material weaknesses or significant deficiencies will not

occur or that we will be successful in adequately remediating any such material weaknesses and significant

deficiencies. Furthermore, as our business evolves, our internal controls may become more complex, and may

require significantly more resources to ensure internal controls remain effective.

Risks Related to Our Liquidity and Existing Indebtedness

Limitations on our liquidity and access to funding, as well as our significant outstanding indebtedness, may restrict

our financial and operating flexibility and our ability to execute our business strategies, obtain additional funding

on competitive terms and improve our financial condition and results of operations.

Our performance depends on, among other things, available liquidity, our ability to finance debt repayment

obligations and planned investments from operating cash flow, the renewal or refinancing of existing bank loans

and/or facilities and access to capital markets or other sources of financing. Our indebtedness may have

important consequences on our operations and financial results, including:

• we may not be able to secure additional funds for working capital, capital expenditures, debt service

requirements or general corporate purposes;

• we may need to use a significant portion of our future cash flow from operations to pay principal and interest

on our indebtedness, which may reduce the amount of funds available to us for other purposes, including

product development; and

• we may not be able to adjust to rapidly changing market conditions, which may make us more vulnerable to a

downturn in general economic conditions or our business.

In addition, while our credit ratings are currently investment grade, our credit ratings were downgraded in 2025

and early 2026. Any further deterioration of these credit ratings would cause us to fall below investment grade

and may significantly affect the cost and availability of our funding. We could, therefore, find ourselves in the

position of having to seek additional financing or having to refinance existing debt, including in unfavorable

market conditions, with limited availability of funding and a general increase in funding costs.

Any limitations on our liquidity, due to a decrease in vehicle shipments, the amount of, or restrictions in, our

existing indebtedness, conditions in the credit markets, our perceived creditworthiness, general economic

conditions or otherwise, may adversely impact our ability to execute our business strategies and impair our

financial condition and results of operations. In addition, any actual or perceived limitations on our liquidity may

limit the ability or willingness of counterparties, including dealers, consumers, suppliers, lenders and financial

service providers, to do business with us, which could have a material adverse effect on our business, financial

condition and results of operations.

We may be exposed to shortfalls in our pension plans which may increase our pension expenses and required

contributions and, as a result, could constrain liquidity and materially adversely affect our financial condition and

results of operations.

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Some of our defined benefit pension plans are currently underfunded. For example, as of December 31, 2025,

our defined benefit pension plans were underfunded by approximately €2.2 billion and may be subject to

significant minimum contributions in future years. Our pension funding obligations may increase significantly if

the investment performance of plan assets does not keep pace with benefit payment obligations. Mandatory

funding obligations may increase because of lower than anticipated returns on plan assets, whether as a result

of overall weak market performance or particular investment decisions, changes in the level of interest rates

used to determine required funding levels, changes in the level of benefits provided for by the plans, or any

changes in applicable law related to funding requirements. Our defined benefit plans currently hold significant

investments in equity and fixed income securities, as well as investments in less liquid instruments such as

private equity, real estate and certain hedge funds. Due to the complexity and magnitude of certain investments,

additional risks may exist, including the effects of significant changes in investment policy, insufficient market

capacity to complete a particular investment strategy and an inherent divergence in objectives between the

ability to manage risk in the short term and the ability to quickly re-balance illiquid and long-term investments.

To determine the appropriate level of funding and contributions to our defined benefit plans, as well as the

investment strategy for the plans, we are required to make various assumptions, including an expected rate of

return on plan assets and a discount rate used to measure the obligations under defined benefit pension plans.

Interest rate increases generally will result in a decline in the value of investments in fixed income securities and

the present value of our pension obligations. Conversely, interest rate decreases will generally increase the

value of investments in fixed income securities and the present value of the obligations. Refer to Note 2, Basis of

preparation-Significant accounting policies—Employee benefits within the Consolidated Financial Statements

included elsewhere in this report for more information regarding how the net obligations for our pensions, also

known as “defined benefit plans”, are determined.

Any reduction in the discount rate or the value of plan assets, or any increase in the present value of our pension

obligations, may increase our pension expenses and required contributions and, as a result, could constrain our

liquidity and materially adversely affect our financial condition and results of operations. If we fail to make

required minimum funding contributions to our U.S. pension plans, we could be subject to reportable event

disclosure to the U.S. Pension Benefit Guaranty Corporation, as well as interest and excise taxes calculated

based upon the amount of any funding deficiency.

Risks Related to the Ownership of Our Shares

Our loyalty voting structure may concentrate voting power in a small number of our shareholders and such

concentration may increase over time.

Shareholders who hold our common shares for an uninterrupted period of at least three years may elect to

receive one special voting share in addition to each common share held, provided that such shares have been

registered in the Loyalty Register upon application by the relevant holder. If our shareholders holding a

significant number of common shares for an uninterrupted period of at least three years elect to receive special

voting shares, a relatively large proportion of voting power could be concentrated in a relatively small number of

shareholders who would have significant influence over Stellantis. As a result, the ability of other shareholders to

influence decisions would be reduced.

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The loyalty voting structure may affect the liquidity of our common shares and reduce our share price.

Our loyalty voting structure is intended to reward our shareholders for maintaining long-term share ownership by

granting persons holding shares continuously for at least three years the option to elect to receive special voting

shares. Special voting shares cannot be traded and, immediately prior to the transfer of our common shares

from the Loyalty Register, any corresponding special voting shares will be transferred to us for no consideration

(om niet). This loyalty voting structure is designed to encourage a stable shareholder base and, conversely, it

may deter trading by those shareholders who are interested in gaining or retaining special voting shares.

Therefore, the loyalty voting structure may reduce liquidity in our common shares and adversely affect their

trading price.

The loyalty voting structure may prevent or frustrate attempts by our shareholders to change our management

and hinder efforts to acquire a controlling interest in us, and the market price of our common shares may be lower

as a result.

Our loyalty voting structure may make it more difficult for a third party to acquire, and may deter an attempt to

acquire, control of us, even if a change of control were considered favorably by shareholders holding a majority

of our common shares. As a result of this structure, a relatively large proportion of voting power could be

concentrated in a relatively small number of shareholders, which may make it more difficult for third parties to

acquire control of us by purchasing shares that do not benefit from the additional voting power of the special

voting shares. The possibility or expectation of a change of control transaction typically leads to higher trading

prices and conversely, if that possibility is low, trading prices may be lower. This structure may also prevent or

discourage shareholders’ initiatives aimed at changing our management.

Risks Related to Taxation

The French tax authorities may revoke or disregard in whole or in part the rulings confirming the neutral tax

treatment of the merger for former PSA and the transfer of tax losses carried forward by the legacy PSA French

tax consolidated group.

The French tax authorities have confirmed that the merger will fulfill the conditions to benefit from the favorable

corporate income tax regime set forth in Article 210 A of the French Tax Code (which mainly provides for a

deferral of taxation of the capital gains realized by PSA as a result of the transfer of all its assets and liabilities

pursuant to the merger).

In addition, as required by law, a tax ruling was issued on February 18, 2022 by the French tax authorities

confirming the transfer of the French tax losses carried forward of the former PSA French tax consolidated group

to our French permanent establishment and the carry-forward of such French tax losses transferred to our

French permanent establishment against future profits of our French permanent establishment and certain

companies of the former PSA French tax consolidated group pursuant to Articles 223 I-6 and 1649 nonies of the

French Tax Code.

Such tax regimes and tax rulings are subject to certain conditions being met and are based on certain

declarations, representations and undertakings given by us to the French tax authorities. If the French tax

authorities consider that the relevant declarations, representations, conditions or undertakings were not correct

or are not complied with, they could revoke or disregard the rulings that have been granted in respect of the

merger.

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A decision by the French tax authorities to revoke or disregard the tax rulings in the future would likely result in

significant adverse tax consequences to us that could have a significant effect on our results of operations or

financial position. If the requested tax rulings are revoked or disregarded, the main adverse tax consequences

for us would be that (i) all unrealized capital gains at the level of former PSA at the time of the merger would be

taxed; and (ii) the tax losses carried forward at the level of former PSA would not have been validly transferred to

our French permanent establishment or would be forfeited.

We operate so as to be treated exclusively as a resident of the Netherlands for tax purposes, but the tax

authorities of other jurisdictions may treat us as also being a resident of another jurisdiction for tax purposes.

Since we are incorporated under Dutch law, we are considered to be resident in the Netherlands for Dutch

corporate income tax and Dutch dividend withholding tax purposes. In addition, with effect from January 17,

2021 and taking into account the sanitary restrictions and limitations that applied under the COVID-19 crisis, we

have operated so as to maintain our management and organizational structure in such a manner that we (i)

should be regarded to have our residence for tax purposes (including, for the avoidance of doubt, withholding

tax and tax treaty eligibility purposes) exclusively in the Netherlands, (ii) should not be regarded as a tax

resident of any other jurisdiction (and in particular of France or Italy) either for domestic law purposes or for the

purposes of any applicable tax treaty (notably any applicable tax treaty with the Netherlands) and (iii) should be

deemed resident only in the Netherlands, including for the purposes of the France-Netherlands and Italy-

Netherlands tax treaties. We also hold permanent establishments in France and Italy.

However, the determination of our tax residency primarily depends upon our place of effective management,

which is a question of fact based on all circumstances. Because the determination of our residency is highly fact

sensitive, no assurance can be given regarding the final determination of our tax residency.

If we were concurrently resident in the Netherlands and another jurisdiction (applying the tax residency rules of

that jurisdiction), we may be treated as being tax resident in both jurisdictions, unless such other jurisdiction has

a double tax treaty with the Netherlands that includes either (i) a tie-breaker provision which allocates exclusive

residence to one jurisdiction only or (ii) a rule providing that the residency needs to be determined based on a

mutual agreement procedure and the jurisdictions involved agree (or, as the case may be, are compelled to

agree through arbitration) that we are resident in one jurisdiction exclusively for treaty purposes. In the latter

case, if no agreement is reached in respect of the determination of the residency, the treaty may not apply and

we could be treated as being tax resident in both jurisdictions.

A failure to achieve or maintain exclusive tax residency in the Netherlands could result in significant adverse tax

consequences to us, our subsidiaries and our shareholders and could result in tax consequences for our

shareholders that differ from those described in the section entitled “Additional information for U.S listing

purposes - Taxation”. The impact of this risk would differ based on the views taken by each relevant tax authority

and, in respect of the taxation of shareholders and holders of special voting shares, on the specific situation of

each shareholder or each holder of special voting shares.

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We may not qualify for benefits under the tax treaties entered into between the Netherlands and other countries.

With effect from January 17, 2021, and taking into account the sanitary restrictions and limitations that applied

under the COVID-19 crisis, we operate in a manner such that we should be eligible for benefits under the tax

treaties entered into between the Netherlands and other countries, notably France, Italy and the U.S. However,

our ability to qualify for such benefits depends upon (i) being treated as a Dutch tax resident for purposes of the

relevant tax treaty, (ii) the fulfillment of the requirements contained in each applicable treaty as modified by the

Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting

(including, but not limited to, any principal purpose test clause) and applicable domestic laws, (iii) the facts and

circumstances surrounding our operations and management and (iv) the interpretation of the relevant tax

authorities and courts.

Our failure to qualify for benefits under the tax treaties entered into between the Netherlands and other countries

could result in significant adverse tax consequences to us, our subsidiaries and our shareholders and could

result in tax consequences for our shareholders that differ from those described in the section entitled

“Additional information for U.S listing purposes - Taxation”.

The tax consequences of the loyalty voting structure are uncertain.

No statutory, judicial or administrative authority directly discusses how the receipt, ownership, or disposition of

special voting shares should be treated for French, Italian, UK, or U.S. tax purposes, and as a result, the tax

consequences in those jurisdictions are uncertain.

In addition, the fair market value of the special voting shares, which may be relevant to the tax consequences, is

a factual determination and is not governed by any guidance that directly addresses such a situation. Because,

among other things, the special voting shares are not transferable and a shareholder will receive amounts in

respect of the special voting shares only if we are liquidated, we believe and intend to take the position that the

value of each special voting share is minimal. However, the relevant tax authorities could assert that the value of

the special voting shares as determined by us is incorrect, which could result in significant adverse tax

consequences to shareholders holding special voting shares.

The tax treatment of the loyalty voting structure is unclear and shareholders are urged to consult their tax

advisors in respect of the consequences of acquiring, owning and disposing of special voting shares. Refer to

“Additional information for U.S. listing purposes - Taxation” included elsewhere in this report for additional

information.

There may be potential Passive Foreign Investment Company tax considerations for U.S. Shareholders.

We would be a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes with

respect to a U.S. shareholder (as defined in “Taxation—Material U.S. Federal Income Tax Consequences”) if for

any taxable year in which such U.S. shareholder held our common shares, after the application of applicable

“look-through rules” (i) 75 percent or more of our gross income for the taxable year consists of “passive

income” (including dividends, interest, gains from the sale or exchange of investment property and rents and

royalties other than rents and royalties which are received from unrelated parties in connection with the active

conduct of a trade or business, as defined in applicable Treasury Regulations), or (ii) at least 50 percent of our

assets for the taxable year (averaged over the year and determined based upon value) produce or are held for

the production of “passive income”.

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U.S. persons who own shares of a PFIC are subject to a disadvantageous U.S. federal income tax regime with

respect to the income derived by the PFIC, the dividends they receive from the PFIC, and the gain, if any, they

derive from the sale or other disposition of their shares in the PFIC.

In particular, if we were treated as a PFIC for U.S. federal income tax purposes for any taxable year during which

a U.S. shareholder owned our common shares, then any gain realized by the U.S. shareholder on the sale or

other disposition of our common shares would in general not be treated as capital gain. Instead, a U.S.

shareholder would be treated as if it had realized such gain ratably over its holding period for our common

shares. Amounts allocated to the year of disposition and to years before we became a PFIC would be taxed as

ordinary income and amounts allocated to each other taxable year would be taxed at the highest tax rate

applicable to individuals or corporations, as appropriate, in effect for each such year to which the gain was

allocated, together with an interest charge in respect of the tax attributable to each such year. Similar treatment

may apply to certain “excess distributions” as defined in the Code.

While we believe our common shares are not stock of a PFIC for U.S. federal income tax purposes, this

conclusion is a factual determination made annually and thus may be subject to change. Moreover, we may

become a PFIC in future taxable years if there were to be changes in our assets, income or operations. In

addition, because the determination of whether a foreign corporation is a PFIC is primarily factual and because

there is little administrative or judicial authority on which to rely to make a determination, the IRS may take the

position that we are a PFIC. Refer to “Additional information for U.S. listing purposes - Taxation” included

elsewhere in this report for additional information.

The IRS may not agree with the determination that we should not be treated as a domestic corporation for U.S.

federal income tax purposes, and adverse tax consequences could result to us and our shareholders if the IRS

were to successfully challenge such determination.

Section 7874 of the Code provides that, under certain circumstances, a non-U.S. corporation will be treated as a

U.S. “domestic” corporation for U.S. federal income tax purposes. In particular, certain mergers of foreign

corporations with U.S. subsidiaries can, in certain circumstances, implicate these rules. We do not believe we

should be treated as a U.S. “domestic” corporation for U.S. federal income tax purposes. However, the relevant

law is not entirely clear, is subject to detailed but relatively new regulations (the application of which is uncertain

in various respects, and whose interaction with general principles of U.S. tax law remains untested) and is

subject to various other uncertainties. Therefore, the IRS could assert that we should be treated as a U.S.

corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Code Section

7874. In addition, changes to Section 7874 of the Code or the U.S. Treasury Regulations promulgated

thereunder, or interpretations thereof, could affect our status as a foreign corporation. Such changes could

potentially have retroactive effect.

If the IRS successfully challenged our status as a foreign corporation, significant adverse tax consequences

would result for us and for certain of our shareholders. For example, if we were treated as a domestic

corporation in the U.S., we would be subject to U.S. federal income tax on our worldwide income as if we were a

U.S. domestic corporation, and dividends we pay to non-U.S. shareholders would generally be subject to U.S.

federal withholding tax, among other adverse tax consequences. If we were treated as a U.S. domestic

corporation, such treatment could materially increase our U.S. federal income tax liability.

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The closing of the merger was not conditioned on our not being treated as a domestic corporation for U.S.

federal income tax purposes or upon a receipt of an opinion of counsel to that effect. In addition, neither former

FCA nor former PSA requested a ruling from the IRS regarding the U.S. federal income tax consequences of the

merger. Accordingly, while we do not believe we will be treated as a domestic corporation, no assurance can be

given that the IRS will agree, or that if it challenges such treatment, it will not succeed.

If we fail to maintain a permanent establishment in France, we could experience adverse tax consequences.

We maintain a permanent establishment in France to which the assets and liabilities of former PSA were

allocated upon the merger for French tax purposes. However, no assurance can be given regarding the

existence of a permanent establishment in France and the allocation of each asset and liability to such

permanent establishment because such determination is highly fact sensitive and may vary in case of future

changes in our management and organizational structure.

If we were to fail to maintain a permanent establishment in France, the available French tax losses carried

forward, which may be utilized to offset against 50 percent of French taxable income each year, would be

forfeited. This risk will decline as available tax losses are utilized and will extinguish once all French tax losses

have been used.

We and our subsidiaries are subject to tax laws and treaties of numerous jurisdictions. Future changes to such

laws or treaties could adversely affect us and our subsidiaries and our shareholders and holders of special voting

shares. In addition, the interpretation of these laws and treaties is subject to challenge by the relevant

governmental authorities.

We and our subsidiaries are subject to tax laws, regulations and treaties in the Netherlands, France, Italy, the

U.S. and the numerous other jurisdictions in which we and our affiliates operate. These laws, regulations and

treaties could change on a prospective or retroactive basis, and any such change could adversely affect us and

our subsidiaries and our shareholders and holders of special voting shares.

Furthermore, these laws, regulations and treaties are inherently complex and we and our subsidiaries will be

obligated to make judgments and interpretations about the application of these laws, regulations and treaties to

us and our subsidiaries and our operations and businesses. The interpretation and application of these laws,

regulations and treaties could differ from that of the relevant governmental authority, which could result in

administrative or judicial procedures, actions or sanctions, which could be material.

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Corporate Governance

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.

Refer to the sections Sustainability Statement - General Information - Updated Sustainability Trajectory,

Sustainability Statement - Business Conduct, Updates to Current Strategic Plan and Risk Management included

elsewhere in this report for additional information on corporate governance pursuant to Dutch Corporate

Governance Code disclosure requirements.

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;

(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;

(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);

(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.

Refer to “Sustainability Report - Grievances (Channels to Raise Concerns) and Processes to Remediate

Negative Impacts” included elsewhere in this report for additional information.

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Retaliation against anyone who reports a matter in good faith is strictly prohibited and will be subject to

disciplinary action up to including termination.

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.

Sustainability Practices

For a full description of sustainability guidelines, targets, and results, refer to the section SUSTAINABILITY

STATEMENT elsewhere in this report.

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.

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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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 positions 2; (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).

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;

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• 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

• 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;

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• 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

• 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.

158

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.

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.

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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).

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.

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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.

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.

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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.

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.

162

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.

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.

163

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.

164

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.

165

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.

166

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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Responsibilities in Respect to the Annual Report

The Board of Directors (the “Board”) is responsible for preparing the Annual Report, including the Consolidated

and Company Financial Statements and the Board Report, in accordance with Dutch law and International

Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by

the European Union (EU-IFRS).

The Board of Directors is responsible for establishing, implementing and maintaining adequate internal risk

management and control systems. During the 2025 financial year, the Board has assessed the design and

effectiveness of these systems, and the results were discussed with the Audit Committee and the external

auditor.

The Board recognizes the inherent limitations of internal risk management and control systems. While the

Company works towards continuously improving its processes and procedures, these systems cannot provide

absolute comfort that all risks have been identified or are effectively managed. The level of comfort that these

systems provide is influenced by, among other things, inherent limitations to risk management, business

considerations such as the Company's risk appetite, the complexity of the Company's operations, and the

dynamic nature of the business environment. Certain risks remain outside the Company's direct control, as they

are dependent upon third parties or external circumstances beyond the Company's influence. The principal risks

the Company faces, the Company's risk management framework and the Company's risk appetite are described

in section “Risk Management” of this management report.

In accordance with Section 5:25c, paragraph 2 of the Dutch Financial Supervision Act, the Board states that, to

the best of its knowledge, the Financial Statements prepared in accordance with applicable accounting

standards provide a true and fair view of the assets, liabilities, financial position and profit or loss for the year of

Stellantis and its subsidiaries and that the Board Report provides a true and fair view of the performance of the

business during the financial year and the position at December 31, 2025, developments during the year,

together with a description of the principal risks and uncertainties that the Company faces and that the

sustainability reporting included in the Board Report has been prepared in accordance with the sustainability

reporting standards referred to in Article 29b of Directive 2013/34/EU of the European Parliament and of the

Council and with the specifications adopted pursuant to Article 8(4) of Regulation (EU) 2020/852 of the

European Parliament and of the Council.

With reference to Best Practice Provision 1.4.3 of the 2025 Dutch Corporate Governance Code, and based on its

assessment, the Board further confirms that, to the best of its knowledge, as of December 31, 2025, Stellantis’

Internal Control over Financial Reporting is considered effective and that:

i. the Board Report provides sufficient insights into any material weaknesses in the effectiveness of the

internal risk management and control systems (please refer to the section CONTROLS AND

PROCEDURES - Management's Report on Internal Control over Financial Reporting and the sections

Risk Factors and Risk Management in this Annual Report);

ii. the internal risk management and control systems are designed to provide reasonable assurance that

the financial reporting does not contain material inaccuracies (please refer to the section CONTROLS

AND PROCEDURES - Management's Report on Internal Control over Financial Reporting in this Annual

Report);

iii. the internal risk management and control systems provide at least limited assurance that the

sustainability reporting does not contain material inaccuracies (please refer to the section

SUSTAINABILITY STATEMENT in this Annual Report);

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iv. the Board as of December 31, 2025, is not aware that the internal risk management and control systems

do not provide sufficient comfort that the operational and compliance risks identified in section “Risk

Management” of this management report are effectively managed considering the Company's risk

appetite, where "sufficient comfort" is to be read as: comfort considering our risk appetite, the complexity

of our enterprise, inherent limitations to these systems and other disclosures on these systems in our

management report;

v. as of the date of this report, it is considered appropriate that the Consolidated and the Company’s

Financial Statements is prepared on a going concern basis (please refer to Note 2, Basis of preparation

within the Consolidated Financial Statements for additional information on the basis of preparation and to

the section Financial Overview - Liquidity and Capital Resources - Stellantis Liquidity and Capital

resources considerations in this Annual Report for additional information on the circumstances that

support the going concern basis), and

vi. the Board Report states those material risks, as referred to in best practice provision 1.2.1 of the Dutch

Corporate Governance Code, and uncertainties that are, in the Board of Director’s judgment, relevant to

the expectation of the Company’s continuity for the period of twelve months after the preparation of the

Board Report (please refer to the sections Risk Factors and Risk Management in this Annual Report).

Due to inherent limitations to risk management and control systems, the above does not imply that these

systems and procedures provide comfort as to the realization of strategic, operations, compliance and reporting

objectives, nor that they can prevent all misstatements, inaccuracies, fraud, operational issues, and non-

compliance with laws and regulations.

This statement is solely made for the purposes of compliance with the best practice provision no. 1.4.3 of the

Dutch Governance Code and does not constitute an attestation under section 404 of the Sarbanes-Oxley Act or

any other form of in-control statement or attestation.

February 26, 2026

The Board of Directors

John Elkann

Antonio Filosa

Robert Peugeot

Henri de Castries

Fiona Clare Cicconi

Nicolas Dufourcq

Ann Godbehere

Claudia Parzani

Benoît Ribadeau-Dumas

Daniel Ramot

Alice Davey Schroeder

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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.
$Risk Prudence.jpg$	Risk Prudence The compensation structure and design should avoid incentives that encourage unnecessary or excessive risks that could threaten the Company’s value.

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Oversight and 2025 Remuneration Decisions

The Remuneration Committee oversees our executive compensation program and plans to align them with our

strategy, goals and shareholder interests. In making 2025 compensation decisions, the Committee considered

several factors, including:


(1)	(2)	(3)	(4)	(5)
Compensation programs at peer companies (both US and European)	Stellantis’ past performance and for purposes of incentive planning, the upcoming Company annual and long-term business plans	Annual and long-term financial plans as part of our growth strategy and long-term outlook	Incentive plan payouts from our historical compensation programs	Methods of aligning executive compensation with shareholder returns

The Remuneration Committee meets throughout the year and takes into account these factors for making any

actions for the remuneration yearly cycle. Performance metrics, targets and performance/payout ranges for our

incentive plans are established early in the respective performance years. For the 2025 remuneration cycle, the

following considerations and actions were taken:

• Continue the practice to reassess our annual bonus plan performance financial targets and performance/

payout ranges to help ensure a challenging, yet achievable plan that aligns with Company and shareholder

interests;

• Align performance targets and performance/payout ranges with 2025 performance equity grants and

Stellantis’ total rewards philosophy, long-term strategy and operating goals; and

• Although the Company’s business strategy and business plans had changed later in 2025 to address the

industry shift from electrification of vehicles, the Remuneration Committee did not revise or adjust the

performance financial targets and performance/payout ranges of the 2025 annual incentive program and

2025-2027 long-term incentive plan that were established from the prior 2025 business plan.

Our Executive Remuneration Framework


Our philosophy, approach and delivery of remuneration is strongly tied to the success of Stellantis to align executives’ interests with the long-term interest of our shareholders. Accordingly, a significant portion of our CEO’s compensation is designed to be “at risk” and dependent on achieving quantitative performance goals over both short- and long- term periods.

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The table below provides a high-level summary of the core elements of the remuneration for our Executive Directors:


Remuneration Element	Key Feature	Alignment to Strategy and Shareholder Interests
Base Salary	Market-based fixed cash compensation set competitively as compared to large global automobile manufacturers in the peer group.	Set at a level to attract, motivate and retain the best talents in global and/or regional markets.
Short-Term Incentive Plan - Stellantis Annual Incentive Plan (“SAIP”)	Paid annually in cash; the CEO’s target opportunity is 200% of base salary and maximum opportunity is 400% of base salary. For 2025, under a one-time derogation to the Remuneration Policy, the Chairman is eligible to participate with a target opportunity of 100% of base salary and maximum opportunity of 200% of base salary.	Incentivize delivery of performance against our pre-established and challenging annual strategic and financial goals.
LTI Plan	100% Performance Share Units (PSUs): Conditional rights on ordinary shares, with amounts earned subject to Company performance and a three-year vesting schedule.	Incentivize delivery of financial performance and creation of long-term sustainable value; demonstrates long- term alignment with shareholder interests. PSUs are 100% at-risk and contingent upon Stellantis’ performance - no amounts are guaranteed.
Share Ownership and Retention Guidelines	Executive Directors: • Six (6) x Annual Base Salary • Required to retain one hundred percent (100%) of net, after-tax shares of Common stock issued upon vesting and settlement of any equity awards granted until the fifth (5th) anniversary of the grant date of such award. • Shares owned outright and any unvested Restricted Stock Units (RSUs) are counted for purposes of satisfying the guideline. Unvested PSUs are not considered.	Establishes long-term alignment with shareholders; promotes focus on management of company risks.
Retirement Benefits	Defined contribution retirement savings plan that is available to the CEO and all employees in the country of employment. The Chairman participates in a retiree health care benefit plan.	Provides appropriate retirement savings designed to be competitive in the relevant market.
Other Benefits & Allowances	Executive Directors may receive usual and customary fringe benefits such as severance, company vehicles, security, medical insurance, tax preparation, financial consulting and tax equalization.	Recognizes competitive practices.

Our Compensation Peer Group

The Remuneration Committee reviews each year the compensation peer group for compensation comparisons

and makes any updates as needed to align with the established criteria and Company strategy. Additional

companies may be considered for benchmarking particular executive/director compensation when necessary.

The Committee strives to identify a peer group that best reflects all aspects of Stellantis’ business and considers

our global footprint, revenue, market capitalization and/or enterprise value. It is important to note that to attract

and retain our top executive talent, we need to consider a blend of both U.S. and European companies - as a

significant portion of our business, revenue and profitability is driven by both regions. Given its global

footprint, Stellantis must be considered a global company.

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The allocation of revenues do not sum to 100 percent as the operating segments are not reflected

In addition to including U.S. and European automobile manufacturers, our peer group includes U.S. and

European companies with a global presence that have significant manufacturing and/or engineering operations.

We do not limit our peer group to our industry alone because we believe compensation practices at other large

global multinational companies affect our ability to attract and retain diverse talent.

For 2025, the Remuneration Committee approved the removal of Continental and Honeywell from the Company’s

peer group. The result of Continental’s spin-off of its automotive segment (Aumovio) and planned spin-off its

rubber/plastics segments (ContiTech) and Honeywell’s separation of its aerospace and automation segments

places them below our threshold in terms of company size. With this change, we continue the blended balance

between European-based and US-based companies.


U.S. Companies		European Companies
Boeing	General Dynamics	Airbus	Siemens
Caterpillar	General Electric	ArcelorMittal	Volvo Cars
Chevron	General Motors	BASF	TotalEnergies SE
Deere	Lockheed Martin	BMW	Volkswagen
Exxon Mobil	Raytheon Technologies	Mercedes-Benz	Volvo
Ford		Renault

We review each element of compensation compared to the market and generally target our total direct

compensation (base salary, annual bonus and long-term incentives, or for Non-Executive Directors - retainers,

meeting fees, committee service) for Directors, on average, to be at or near market median.

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In addition, we consider Stellantis’ relative size and scope against those of our peers in assessing and setting

our pay levels and program designs for our Directors. An individual compensation element or an individual’s

total direct compensation may be positioned above or below the market median because of his or her specific

responsibilities, experience, and performance.

Pay for Performance

A key characteristic of Stellantis’ Remuneration Policy is pay for performance. All elements of our compensation

structure – base salary, incentive compensation and benefits – are benchmarked with our Peer Group and are

designed to align in driving shareholder value.

Our incentive programs are based on our pay-for-performance principles and include all employees of the

Company globally. Incentives based on performance come in the form of an annual bonus plan or a profit-

sharing plan, and long term incentive plan (covering eligible executives) – all plans are based on achievement of

strategic business annual and applicable long term goals. Our pay-for-performance approach in compensation

covers all employees of the Company – where substantially all employees share in the success for the year.

The realized 2025 compensation (in USD) reflects all pay received as CEO and Chief Operating Officer of North

America and does not contain the value of any fringe benefits.

Analysis of Risk in the Compensation Architecture

The Remuneration Committee, in reliance on analysis provided by an outside and independent consulting

advisor engaged by the Company, annually evaluates the risk profile of our executive compensation and

benefits programs. In its 2025 annual evaluation, the Committee reviewed our executive compensation structure

to determine whether our remuneration policies, programs and practices encourage our executives or

employees to take unnecessary or excessive risks that would be materially adverse to the Company. As a result

of that review, along with the outside and independent consulting advisor’s risk assessment analysis and results,

the Committee concluded that the 2025 executive compensation plans were designed in a manner to:

• achieve a balance of short- and long-term performance aligned with key stakeholder interests;

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• discourage executives from taking unnecessary or excessive risks that would threaten the reputation and

sustainability of Stellantis; and

• encourage appropriate assumption of risk to the extent necessary for competitive advantage purposes.

Best Practices


	What we do:			What we do not do:

▪ Pay for performance by structuring a significant

percentage of target compensation in the form of

variable, at risk compensation within Stellantis

▪ Predetermined stretch performance goals for incentive

pay programs

▪ We align goals and values organization-wide through

incentive pay and rigorous performance management

▪ Market comparison of Executive Director and non-

Executive Director remuneration against relevant peers

▪ Conduct a rigorous and detailed analysis of CEO pay

and Company performance against our peers

▪ We consider pay ratios within the Company in

establishing Executive Directors’ pay

▪ Use of an independent compensation consultant

reporting directly to the Remuneration Committee

▪ We have robust stock ownership and share retention

guidelines

▪ We have clawback policies incorporated into our

incentive plans

▪ “Double-trigger” vesting of equity awards upon a

change of control

▪ We do not offer remuneration which encourages our

Executive Directors and non-Executive Directors to

take any unnecessary or excessive risks or to act in

their own interests

▪ We do not reward for performance below threshold

▪ We do not have excessive pay or retirement

programs

▪ We do not allow hedging, pledging or short-selling

of our securities

▪ We do not pay out guaranteed bonuses

▪ We have no excessive perquisites

Executive Summary - Executive Director Remuneration

The table below summarizes the remuneration of the CEO as shown in Table 1 of the report. Taking into

consideration Company performance and the principles of pay for performance in our remuneration approach,

the CEO and Chairman received no annual performance bonus in 2025.

New CEO Remuneration

Effective July 18, 2025, by resolution of the extra-ordinary meeting of shareholders of Stellantis N.V., Mr. Antonio

Filosa was appointed as executive director of Stellantis N.V. As part of the proposal, the compensation details

for the CEO were provided for review. Shareholders approved the assignment as executive director by 99.2

percent.

Using the remuneration framework and best practices, the Remuneration Committee decided to provide the

following compensation elements to the CEO in 2025:

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Antonio Filosa – CEO Remuneration Elements
Base Salary	Annual base salary of US $1,800,000 gross, to be paid in accordance with the Company’s regular payroll schedule (the Base Salary). The Base Salary will be reviewed periodically by the Remuneration Committee.
Annual Bonus	Annual gross cash bonus of 200% of base salary (target) in line with the Remuneration Policy as applicable from time to time, subject to the achievement of pre-established objectives.
CEO Cash Award	As a means to pay for consistent and competitive overall compensation until his first LTI is realized in 2028, the company provides as cash awards as follows (in each case subject to the CEO’s continued employment on the applicable payment date): • $1,200,000 on December 31, 2025 • $1,200,000 on December 31, 2026 • $1,200,000 on December 31, 2027
Equity Grants	Annual equity grant award of 500% of base salary target in line with the Remuneration Policy as applicable from time to time subject to the achievement of pre-established objectives.
Allowances	Continuation of allowances under the terms of his then-current executive agreement as Chief Operating Officer of North America (COO-NA) with the Company as a result of his relocation from Brazil to the U.S. Allowances include tax equalization and relocation benefits (housing, schooling, travel), consistent with the terms of our U.S. relocation policy. Details can be found in Table 1.
Personal Security	Provides the CEO with a security assessment and monitoring and related security services for the CEO’s primary residence.
Retirement	Company contributions equal to 8% of base salary to the US 401(k) Plan (provided the employee contributes at least 10% of eligible earnings) and Executive Employees Retirement Plan, and 12% of base salary and bonus to Supplement Executive Retirement Plan. Total Company contributions cannot exceed 20% of base salary and annual bonus for each year.
Severance	In accordance to limits of the Dutch Civil Code, a severance benefit equal to one-year’s base salary would be provided in the event of termination of employment by the Company without cause. As a derogation to the Remuneration Policy, a termination of employment without cause within the first three (3) years of the employment agreement will provide a severance benefit under the terms of his then-current executive agreement as COO-NA, which would equal $4,725,000 (1.5 times base salary and target bonus as COO-NA). Severance benefits do not include any acceleration of equity awards.

Chairman Remuneration

In 2025, following the departure of the former Chief Executive Officer in December 2024, Mr. Elkann assumed an

enhanced leadership role to support the Company during a period of transition. He chaired an interim executive

committee composed of senior members of management to ensure continuity in day-to-day operations and

oversaw the process to identify and appoint a new Chief Executive Officer. During this period, he also

contributed to the development of the Company’s strategy and initiatives aimed at improving operational

performance. The Chair refused any additional compensation for that period.

In recognition of the additional duties undertaken during the transition period and by way of a one-time

derogation from the Remuneration Policy, the Chairman was included in the Company’s annual incentive plan for

2025, which did not generate any payout for 2025, so this inclusion had no economic impact on the Company.

For 2026 and subsequent years, the Chairman requested, and the Remuneration Committee approved, that the

Chairman will not participate in the Company’s annual incentive plan. The Board wants to thank the Chair for his

decisive commitment during this period.

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Following the appointment of the new CEO, the scope of the Chairman’s duties and responsibilities expanded,

with a particular focus on the oversight of the Company’s key strategic priorities, partnerships and engagement

with global stakeholders. The Chairman will continue to provide advice to senior leadership on matters relating to

strategy, brand, talent and culture, including employee and stakeholder engagement.

2025 Remuneration

Director’s Total Remuneration in 2025

The following table summarizes the remuneration of the members of the Board of Directors for the year ended

December 31, 2025. The table below provides cash received (any base salary and any performance bonus)

received in 2025 and 2024. The post-retirement benefits expense reflects retirement plan contributions for

deferred retirement income, and the fringe benefits show the value of Company payments for services or

benefits provided to the Directors and are considered competitive in the market. The long-term incentive (“LTI”)

reflects the accounting expense recognized during each period – not the actual LTI awards received during the

year upon vesting. Under IFRS, an award with market-based vesting conditions, which is the case for the LTI

with TSR targets, is fair valued at grant date. The grant date fair value of the award is then recognized as

expense over the vesting period irrespective of whether the market-based vesting condition will be satisfied or

not.

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			Fixed Remuneration			Variable Remuneration
Directors of Stellantis	Office Held	Year	Base salary/ Fees	Fringe benefits		Short-term incentive	Long-term incentive		Post Retirement Benefits Expense		Other Compensation		Total Remuneration	Proportion of Fixed Remuneration	Proportion of Variable Remuneration
ELKANN, John Philipp	Chairman	2025	960,293	396,849	⁽¹⁾		1,093,796	⁽²⁾					2,450,938	55%	45%
ELKANN, John Philipp	Chairman	2024	922,386	721,830			1,153,062						2,797,278
FILOSA, Antonio	CEO	2025 ⁽³⁾	1,424,359	374,194	⁽⁴⁾		1,508,985	⁽²⁾	192,366	⁽⁵⁾	1,924,779	⁽⁶⁾	5,424,683	69%	31%
FILOSA, Antonio	CEO	2024
TAVARES, Carlos	Former CEO	2025		1,896	⁽⁴⁾		9,926,170	(7)			2,000,000	⁽⁸⁾	11,928,066	17%	83%
TAVARES, Carlos	Former CEO	2024	2,000,000	71,224			20,514,494		500,000				23,085,718
PEUGEOT, Robert	Vice Chairman	2025	205,000	20,202	⁽⁹⁾								225,202	100%	0%
PEUGEOT, Robert	Vice Chairman	2024	205,000	15,405									220,405
CASTRIES, Henri de	Director	2025	275,000	16,018	⁽⁹⁾								291,018	100%	0%
CASTRIES, Henri de	Director	2024	275,000	14,829									289,829
CICCONI, Fiona Clare	Director	2025	213,750	48,953	⁽⁹⁾								262,703	100%	0%
CICCONI, Fiona Clare	Director	2024	215,000	23,046									238,046
DUFOURCQ, Nicolas⁽¹⁰⁾	Director	2025	—	—									—
DUFOURCQ, Nicolas⁽¹⁰⁾	Director	2024	—	—									—
GODBEHERE, Ann	Director	2025	225,000	10,561									235,561	100%	0%
GODBEHERE, Ann	Director	2024	225,000	—									225,000
MARTELLO, Wan Ling ⁽¹¹⁾	Former Director	2025	64,066	23,675	⁽⁹⁾								87,741	100%	0%
MARTELLO, Wan Ling ⁽¹¹⁾	Former Director	2024	220,000	25,960									245,960
PARZANI, Claudia	Director	2025	215,000	7,349									222,349	100%	0
PARZANI, Claudia	Director	2024	152,390	2,557	⁽⁹⁾								154,947
RAMOT, Daniel ⁽¹²⁾	Director	2025	145,302	19,986									165,288
RAMOT, Daniel ⁽¹²⁾	Director	2024	—	—									—
RIBADEAU- DUMAS, Benoit ⁽¹³⁾	Director	2025	—	—									—
RIBADEAU- DUMAS, Benoit ⁽¹³⁾	Director	2024	—	—									—
SAINT- EXUPERY, Jacques ⁽¹⁴⁾	Director	2025	58,242	—									58,242	100%	0%
SAINT- EXUPERY, Jacques ⁽¹⁴⁾	Director	2024	200,000	—									200,000
SCHROEDER, Alice Davey ⁽¹²⁾	Director	2025	148,846	25,564									174,410
SCHROEDER, Alice Davey ⁽¹²⁾	Director	2024	—	—									—
SCOTT, Kevin ⁽¹⁵⁾	Former Director	2025	—	—									—
SCOTT, Kevin ⁽¹⁵⁾	Former Director	2024	59,698	10,891									70,589
			3,934,858	945,248		—	12,528,951		192,366		3,924,779		21,526,202

⁽¹⁾Fringe benefits include the use of company-provided transportation, tax-equalization services and insurance premiums. For Mr. Elkann,

the fringe benefits of €396,849 include €351,883 for company-provided transportation, €36,204 in tax equalization benefits for the use of

company-provided transportation, and €8,762 of insurance premiums

⁽²⁾ The stated amounts represent the Company's 2025 expense relating to the grants issued to the Chairman and the CEO under the

Stellantis N.V Equity Incentive Plan

⁽³⁾ The stated amounts reflect total remuneration earned during the year, including periods prior to and following appointment as Chief

Executive Officer

⁽⁴⁾ For Mr. Filosa, the fringe benefits of €374,194 includes €1,401 for company provided transportation, €10,035 for company-provided

vehicles, €12,583 of insurance premiums and €116,399 in tax equalization, €21,422 for the company match and share discount from the

Company’s employee stock purchase plan, €212,354 for allowances - housing/schooling/return trip. For Mr. Tavares, the fringe benefit

reflects insurance premiums.

⁽⁵⁾ The stated amount includes company contributions to the Company 401(k) Plan €23,009 ($26,000), Executive Employee’s Retirement

Plan €68,063 ($76,911) and Supplemental Executive Retirement Plan €101,294 ($114,462)

⁽⁶⁾ The stated amount includes a cash award in the amount €1,061,947 ($1,200,000) and the tax equalization/relocation annual allowance

in the amount of €862,832 ($975,000) pursuant to the CEO’s then-current executive agreement as COO-NA.

(7) The stated amount represents €10,000,000 relating to achievement of one milestone of the CEO Transformation Incentive 2021-2025

Award (a description which is provided in the prior year’s Remuneration Report) and -€73,830 reflecting the cancellation of 32,255 PSUs

from the 2022 LTI Plan due to performance below target

(8) Reflects the severance received by the former CEO, pursuant to his employment and exit agreements

⁽⁹⁾The stated amounts include the use of transport

⁽¹⁰⁾In accordance, with internal regulations of Bpifrance S.A., the Company at which Mr. Dufourcq serves as Chief Executive Officer and

Executive Director, Mr. Dufourcq does not receive any remuneration for the performance of his duties as a Director of Stellantis

⁽¹¹⁾ Ms. Wan Ling Martello was a Director from January 1, 2025 to April 14, 2025

⁽¹²⁾Mr. Ramot and Ms. Alice Davey Schroeder were appointed a Director of Stellantis on April 15, 2025

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⁽¹³⁾ Mr. Ribadeau-Dumas was appointed Director of Stellantis effective April 13, 2023. In accordance with Mr. Ribadeau-Dumas's

agreement with Exor N.V., non-executive directors, having a seat on behalf of Exor N.V. are not paid their respective director

compensation and that such compensation is paid directly to Exor N.V. An amount of €210,000 was paid to Exor N.V. in accordance with

the agreement

⁽¹⁴⁾Mr. Jacques Saint-Exupery was a Director from January 1, 2025 to April 14,2025

⁽¹⁵⁾ Mr. Scott was a Director of Stellantis from January 1, 2024 to April 15, 2024

Base Salary

We provide competitive base salaries to compensate our Executive Directors for their primary roles and

responsibilities, and to provide a stable level of annual compensation. Actual salary levels are based on the

Executive Director’s role, level of responsibility, experience, individual performance, future potential and market

value.


Executive Director	2025 Annual Base Salary
John Elkann, Chairman	€1,000,000
Antonio Filosa, Chief Executive Officer	$1,800,000

2025 Stellantis Annual Incentive Plan (“SAIP”)

The SAIP provides approximately 53,000 employees, including our CEO and Chairman, with a cash incentive for

the achievement of specific annual targets for a set of financial and non-financial performance measures. The

SAIP target and maximum opportunity for our Executive Directors is shown below:


Executive Director	2025 Annual Incentive Target Opportunity (as a % of base pay)
Executive Director	Threshold	Target	Maximum
John Elkann, Chairman	50%	100%	200%
Antonio Filosa, Chief Executive Officer	100%	200%	400%

All performance-related goals were approved by the Remuneration Committee before the end of the first quarter

of 2025. Goals include both financial and strategic metrics important for Company to achieve during 2025.

Financial goals are based on the annual budget developed in-line with the long-term strategic plan. The 2025

SAIP also included a payout trigger whereby if the triggering metric is not achieved during the performance

year, no annual incentive is payable - regardless of whether the other financial or non-financial metrics

performed above the respective thresholds.

2025 Payout Trigger

For any SAIP award to be paid to the Executive Directors, the Company must have positive Free Cash Flow for

2025. If this trigger is not achieved, no SAIP is paid, regardless of achievement of any of the other metrics.

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2025 SAIP Metrics


Metric:	Weighting:
Adjusted Operating Income (“AOI”)	35%
Industrial Free Cash Flow (excludes FinCo)	35%
Growth of Sales	15%
Quality: Failure Rate 3MS kppm	10%
Quality: Total Warranty Cost (Incident KPI)	5%

Performance below the threshold will result in a zero payout for that particular metric.

Adjusted Operating Income

Adjusted operating income: Adjusted operating income/(loss) excludes from Net profit/(loss) from continuing

operations adjustments comprising restructuring and other termination costs, impairments, asset write-offs,

disposals of investments and unusual operating income/(expense) that are considered rare or discrete events

and are infrequent in nature, as inclusion of such items is not considered to be indicative of the Company's

ongoing operating performance, and also excludes Net financial expenses/(income) and Tax expense/(benefit).

Unusual operating income/(expense) are impacts from strategic decisions as well as events considered rare or

discrete and infrequent in nature, as inclusion of such items is not considered to be indicative of the Company's

ongoing operating performance. Unusual operating income/(expense) includes, but may not be limited to:

• Impacts from strategic decisions to rationalize Stellantis’ core operations;

• Facility-related costs stemming from Stellantis’ plans to match production capacity and cost structure to

market demand; and

• Convergence and integration costs directly related to significant acquisitions or mergers.

Industrial Free Cash Flows

Industrial free cash flows: is our key cash flow metric and is calculated as Cash flows from operating activities

less:

(i) cash flow from operating activities from discontinued operations;

(ii) cash flow from operating activities related to financial services, net of eliminations;

(iii) investments in property, plant and equipment and intangible assets for industrial activities; and

(iv) contributions of equity to joint ventures and minor acquisitions of consolidated subsidiaries and equity

method and other investments;

and adjusted for: (i) net intercompany payments between continuing operations and discontinued operations; (ii)

proceeds from disposal of assets and (iii) contributions to defined benefit pension plans, net of tax.

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The timing of Industrial free cash flows may be affected by the timing of monetization of receivables, factoring

and the payment of accounts payables, as well as changes in other components of working capital, which can

vary from period to period due to, among other things, cash management initiatives and other factors, some of

which may be outside of the Company’s control.

Refer to “Financial Overview - Non-GAAP Financial Measures” included elsewhere in this report for additional

information.

Growth of Sales

Our goal is to deliver vehicles customers want, with the quality, capability and personality that define our brands.

Measured in units sold.

Quality

The Company and the Remuneration Committee conduct an annual review of our incentive plan metrics, which

include ESG performance measures. For 2025, employee safety remains a top priority, with the most effective

oversight and implementation occurring at the regional and country levels. Additionally, Quality is recognized as

both a social responsibility to our customers and a governance concern tied to compliance and internal controls.

Since 2021, quality has been one of the Group’s core objectives, with its significance and weighting in our

metrics increasing each year.

In addition, Quality is an extremely important metric for the Company as it establishes the trust between the

Company and our customers. Failure in product quality will impact future revenues and cannot be compromised.

Our Quality metric in the SAIP is broken down into three measurements - product quality rates, service quality

customer satisfaction, and total warranty cost and is based on continuous improvements to be “best-in-class”

within the industry.

• Failure Rate corresponds to number of incidents after 3 months in service (repaired under warranty in the

network). Based on feedback from customers on models marketed by Company globally and regarding the

number of cars produced during the same period; and

• Total Warranty Cost corresponds to the number of Warranty Incidents.

2025 Annual Bonus Performance Target Setting

The Remuneration Committee selects targets using the year’s annual budget which considers opportunities and

headwinds facing the Company and industry. As the Company underwent a restructuring in 2025 and faced

challenges in the industry and renewed focus and direction towards electrification of vehicles, the Remuneration

Committee remained committed to maintaining the incentive metrics with the previously established

performance targets and ranges set forth below.

2025 SAIP Performance Results

In 2025, the Company did not achieve the payout trigger of positive free cash flow. As a result, the CEO and

Chairman did not receive any 2025 SAIP award. Notwithstanding the payout trigger, the table below provides

the results of the 2025 SAIP performance metrics:

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Based on the results of the performance goals and payout trigger, the Committee approved that no annual

bonus would be awarded and paid as shown below:


	Base Salary	Annual Cash Bonus Range				Actual 2025 SAIP Payout
	Base Salary	Below Threshold	Threshold	Target	Maximum	Actual 2025 SAIP Payout
Antonio Filosa	$1,600,000*	$0	$1,600,000	$3,200,000	$6,400,000	$0
John Elkann	€1,000,000	€0	€500,000	€1,000,000	€2,000,000	€0

* Mr. Filosa’s compensation above reflects base salary received during the 2025 year (both as COO-NA and CEO).

Long Term Incentive Plan (LTIP)

Our equity-based incentive awards are tied to Company performance and the future value of our common stock.

These awards are intended to focus executive behavior on our longer-term interests because today’s business

decisions affect the Company over several years.

The Remuneration Policy sets out the operation of the LTI Plan. The design incorporates annual rolling grants

directly linked to a three-year performance and vesting period. The process for setting targets for the LTI Plan

starts with our Company strategy, which is generally formulated every three years, and our three-year financial

plan, which is updated annually. Each equity award cliff vests after three years.

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Stellantis LTIP Rolling Period Framework

The LTI Plan covers approximately 2,400 employees, including our Executive Directors. The LTI Plan target

opportunity for our Executive Directors is determined as a percentage of base pay as shown below:


Executive Director	2025 Long-Term Incentive Opportunity
Executive Director	Target Opportunity	Maximum Opportunity
John Elkann, Chairman	300% of base salary	390% of base salary
Antonio Filosa, Chief Executive Officer	500% of base salary *	1040% of base salary

* the Remuneration Policy allows a maximum target opportunity of up to 800% of base salary to the CEO.

Long-Term Incentive Plans: Performance Share Units

The actual payout of PSUs depends on meeting strategic, long-term Company performance goals. The

2023-2025 and 2024-2026 LTI Plan performance metrics for PSUs are the same and are listed below.


2023-2025 & 2024-2026 LTI PSU Metrics
Measure	Weighting	How performance is calculated
Relative Total Shareholder Return	30%	Relative TSR performance as compared to peer group of companies. over a 3-year period; no payout below median performance.
Adjusted operating income (3-yr period)	40%	The measurement of adjusted AOI is the same as described in the short-term incentive plan but using an average over a three-year performance period beginning January 1 through December 31 of each calendar year.
Electrification of Vehicle Nameplates	30%	Projected number of EV nameplates at the end of a 3-year period. Maximum payout for this metric is 100%.

The 2025-2027 LTI plan included a quality performance metric, an extremely important metric for the Company

as it establishes the trust between the Company and our customers.

185


2025-2027 LTI PSU Metrics
Measure	Weighting	How performance is calculated
Relative Total Shareholder Return	30%	Relative TSR performance as compared to peer group of companies. over a 3-year period; no payout below median performance.
Adjusted operating income (3-yr period)	40%	The measurement of adjusted AOI is the same as described in the short-term incentive plan but using an average over a three-year performance period beginning January 1, 2025 through December 31, 2025 & January 1, 2026 through December 31, 2026 & January 1, 2027 through December 31, 2027.
Quality 3MIS kppm	30%	Number of incidents after 3 months in service (repaired under warranty in the network)

Relative Total Shareholder Return (2023-2025, 2024-2026, 2025-2027 LTI Plans)

The relative TSR Metric constitutes a market performance condition relative to eleven of the larger OEMs (“TSR

Peer Group”) and a payout scale subject to certain thresholds depending on the stock price appreciation plus

dividends and any other shareholder distribution over each cumulative performance period of the Company in

comparison with the companies forming part of the TSR Peer Group.

The TSR Peer Group consists of Volkswagen AG, Toyota Motor Corporation, Mercedes-Benz, General Motors

Company, Ford Motor Company, Honda Motor Co. Ltd., BMW Group, Nissan Motor Corporation, The Hyundai

Motor Company, Renault SA, and Kia Motors Corporation.

The tables below shows the payout scales for the three rolling period LTI plans.


TSR Payout Scale
Stellantis	Stellantis Rank	Payout % of Target
Comparison vs.	1st	200%
Toyota	2nd	180%
Volkswagen	3rd	160%
Mercedes-Benz	4th	140%
Ford Motor	5th	120%
General Motors	6th	100%
Honda	7th	—%
BMW	8th	—%
Nissan	9th	—%
Hyundai	10th	—%
Renault	11th	—%
KIA Motors	12th	—%

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

ESG Metric: Electrification of Vehicle Nameplates (2023-2025 & 2024-2026 LTI Plans)

The target for the electrification of vehicle nameplates is based on the availability of battery electric vehicles,

plug-in hybrid electric vehicles, and hybrid electric vehicles in the U.S. and European markets. A payout of 50

percent will occur when threshold performance is achieved, up to a maximum of 100 percent payout at target

achievement.

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Adjusted operating income (2023-2025, 2024-2026, 2025-2027 LTI Plans)

The measurement of adjusted AOI is the same as described in the short-term incentive plan but using an

average over a three-year performance period beginning January 1, 2025 through December 31, 2025 &

January 1, 2026 through December 31, 2026 & January 1, 2027 through December 31, 2027.

2023-2025 LTI Plan Results

The performance period of the 2023 PSU grant ended on December 31, 2025. The plan’s structure and design

are shown below along with the performance metric results. The LTI plan’s goals were established in early 2023

covering a three-year performance period.

The 2023-2025 PSU results are shown in the chart below. It indicates overall achievement of 23.4 percent of

target performance for the 2023-2025 performance period. The Committee certified the 2023-2025 LTI PSU final

awards to the CEO and Chairman at 23.4 percent of the target level that was achieved.

2023-2025 LTI PSU Performance Results

The table below summarizes the number of PSUs awarded from the 2023-2025 LTI plan to our Executive

Directors based on the plan’s performance of 23.4 percent of target. The shares will be distributed in May 2026.

Note that the value of this award has been reflected in Table 1 of this Remuneration Report.


Executive Director	2023-2025 Long-Term Incentive PSUs Awarded
Executive Director	PSUs awarded in 2023	PSUs to be distributed in May 2026 (based on 23.4% performance)*
John Elkann, Chairman	169,773	39,727
Antonio Filosa, Chief Executive Officer	96,204	22,512

*The multiplier for the PSU is calculated on each award and is not a straight calculation of the total shares granted.

Because the 2024 and 2025 PSU grants have a three-year performance period, performance objectives and

performance results will not be disclosed until the end of the respective performance periods. We are not

disclosing the 2024 & 2025 LTI PSU objectives in this Report because such information would provide

competitors with insight into our business plan that could substantially harm Stellantis’ business interests. At the

time the Remuneration Committee approved these targets, the Committee believed the targets to be ambitious

and achievable while incentivizing executives to exceed expectations.

187

Former CEO Compensation

In December 2024, the Company and former CEO, Carlos Tavares, entered a Separation and Release

Agreement (“Settlement Agreement”) regarding his departure from the Company. As a result of the agreement,

the former CEO received a severance payment of one year base salary (maximum allowable pursuant to the

Dutch Civil Code), a payout of an evaluated milestone from the 2021-2025 Transformation Incentive and share

units from the Shareholder Return Incentive. Further information about these one-time awards can be found in

last year’s Remuneration Report.

Pursuant to the provisions of the EIP and equity award agreements, Mr. Tavares is eligible to receive a prorated

share of the 2022, 2023 and 2024 LTI awards based on his employment period during the respective three-year

performance periods. Payout of those awards will be based on actual performance.

The table below provides a summary of the former CEO’s remuneration for 2025:


Compensation Element	Remaining Remuneration Elements
Severance Amount	One year's base salary of €2,000,000, maximum allowable pursuant to Dutch Civil Code
2021-2025 Transformation Incentive	Attainment of transformation milestone payment of €10,000,000. Refer to the 2024 Remuneration Report for further details of the Transformation Incentive for the former CEO.
Shareholder Return Award Incentive	Planned to receive 800,000 shares in January 2026.
LTI Grants - 2022, 2023 & 2024 (2023 & 2024 LTI based on target performance)	Granted the following number of Share Units: 2022 LTI: 928,870 (696,650 PSUs + 232,200 RSUs) 2023 LTI: 744,417 PSUs 2024 LTI: 497,247 PSUs	Under the terms of the LTI Plan, eligible to receive a prorated share of units based on employment during the respective performance period: 2022 LTI: 610,292 (410,327 PSUs + 199,965 RSUs) - actual payout of PSUs based on performance of 58.93% of target 2023 LTI: 116,135 PSUs - actual payout of PSUs based on performance of 23.4% of target 2024 LTI: 165,750 PSUs (at target - actual payout of PSUs to be determined at the end of the 2024-2026 performance period)

Other Benefits

Retirement Plan: The CEO participates in three Company-sponsored defined contribution plans - the Salaried

Employees’ Savings Plan (“SESP”), Executive Employees’ Retirement Plan (“EERP”) and a Supplemental

Executive Retirement Plan (“SERP”).

The SESP is a funded, tax-qualified 401(k) plan that covers U.S. salaried employees, including the CEO. The

Company contributes 3 percent of an employee’s eligible earnings (base salary rate). The 3 percent Company

contributions and their earnings become fully vested after three years of employment. If the employee

contributes at least 10 percent of eligible earnings, the Company provides a matching contribution of 5 percent

of eligible earnings. Matching contributions are 100 percent vested when made to the employee’s account. All

contributions to the SESP cannot exceed the maximum contribution limits imposed by Section 401(a)(17) and

415(c)(1)(A) of the Internal Revenue Code (“IRC”), as amended.

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The EERP is an unfunded, non-tax qualified retirement plan that covers eligible executives, including the CEO.

The plan provides eligible executives with Company contributions substantially equal to those they would have

received in the SESP but were not able to because of the IRC limitations.

The SERP is an unfunded, non-tax qualified retirement plan that provides the CEO retirement benefits in addition

to those provided by SESP and EERP contributions. The Company contributes 12 percent of the CEO’s quarterly

eligible earnings (base salary rate plus bonus paid from the Stellantis Annual Incentive Plan) to a notional

account. Any gains or losses credited or debited quarterly in the SERP account are based on the CEO’s

investment gains or losses from his EERP.

In accordance with IRC Section 409A, benefits accrued under the EERP and SERP may not be paid until at least

six months following separation of employment.

The total annual Company contribution to the CEO’s three retirement account plans is at least 20 percent of

eligible earnings, provided the CEO contributes at least 10 percent of eligible earnings (base salary) to the

SESP. The CEO is 100 percent vested in all Company contributions. The Chairman does not participate in a

retirement plan sponsored by the Company.

Health Care: The CEO participates in the same health care plan as other local based salaried employees. The

Company provides health care coverage for the Chairman who is eligible for a retiree healthcare plan as

provided to other executives in Italy which provides for a reimbursement of a portion of health care costs

incurred in retirement. Both Executive Directors participate in a comprehensive annual physical exam.

Severance Benefits: Pursuant to a service agreement between the CEO and the Company and in accordance

to limits of Dutch Civil Code, a severance benefit equal to one-year’s base salary would be provided in the event

of termination of employment by the Company without cause. Severance benefits do not include any

acceleration of equity awards. A derogation of the Remuneration Policy has been made in terms of severance to

the CEO - refer to the Section “Derogations and deviations from Remuneration Policy” of this Report.

Company Vehicle: Our CEO is eligible to participate in the Company’s U.S. vehicle benefit program.

Personal Use of Company Aircraft: The use of the Company’s aircraft for personal use ensures the security of

our CEO and Chairman. The Company pays the costs associated with both business and personal use of the

aircraft.

Detail and compensatory value of the above and other benefits and/or perquisites provided or paid in 2025 are

included in Table 1 of this Remuneration Report.

Tax Equalization: The Company will provide the Executive tax return preparation services for any filing of tax

returns in the Netherlands and the country in which the Executive is a tax resident (the Residence Country), so

long as this Agreement is in effect and until four (4) years after the Agreement is terminated other than for

Cause.

Personal Security: The CEO may receive security services that include home security systems and monitoring.

Such services are assessed by a third-party security consultant and our Company security team and is routinely

evaluated by the Remuneration Committee and the Board.

189

Share Plans Grant to Directors

The following table provides an overview of the share plans held by Executive Directors for the year ended

December 31, 2025:


Name of Director, Position	Specification of Plan	Performance Period	Grant Date	Number of Units Granted	Fair Value at Grant Date⁽¹⁾	Vesting Date	End of Holding Period	Opening Balance - January 01, 2025	Shares Granted	Shares Cancelled / Forfeited⁽²⁾	Shares Vested⁽³⁾	Closing Balance	Long-Term Incentive Expense
ELKANN, John Phillip, Chairman	2022 LTI RSU	2022-2024	May 15, 2022	54,950	€ 580,959	May 29, 2025	May 29, 2027	54,950	—	—	54,950	—	€16,337
	2022 LTI PSU	2022-2024	May 15, 2022	164,840	€ 1,686,462	May 29, 2025	May 29, 2027	164,840	—	67,749	97,091	—	€46,407
	2023 LTI PSU	2023 - 2025	May 1, 2023	169,773	€ 2,138,008	May 15, 2026	May 15, 2028	169,773	—	—	—	169,773	€464,109
	2024 LTI PSU	2024 - 2026	May 15, 2024	115,886	€1,182,036	May 15, 2027	May 15, 2029	115,886	—	—	—	115,886	€241,848
	2025 LTI PSU	2025 - 2027	July 21, 2025	350,877	€2,096,140	May 15, 2028	May 15, 2030	350,877	—	—	—	350,877	€325,096
TAVARES, Carlos Former CEO	2021 CEO PSU⁽⁴⁾	2021-2025	June 28, 2021	1,000,000	€ 19,560,000	January 17, 2026	January 17, 2028	800,000	—	—	—	800,000	€—
	2022 LTI RSU	2022-2024	May 15, 2022	232,220	€ 2,584,366	May 15, 2025	May 15, 2027	199,965	—	—	199,965	—	€—
	2022 LTI PSU	2022-2024	May 15, 2022	696,650	€ 7,502,483	May 15, 2025	May 15, 2027	410,536	—	—	410,536	—	€(73,830)
	2023 LTI PSU	2023 - 2025	May 1, 2023	744,417	€ 9,374,692	May 1, 2026	May 1, 2028	496,303	—	—	—	496,303	€—
	2024 LTI PSU	2024 - 2026	May 15, 2024	497,247	€5,071,920	May 15, 2027	May 15, 2029	165,750	—	—	—	165,750	€—
FILOSA, Antonio CEO	2022 LTI RSU	2022 - 2024	May 15, 2022	28,210	€313,948	May 15, 2025		—	—	—	28,210	—	€8,387
	2022 LTI PSU	2022 - 2024	May 15, 2022	84,620	€891,724	May 15, 2025		84,610	—	34,779	49,841	—	€23,822
	2023 LTI PSU	2023 - 2025	May 1, 2023	96,204	€665,763	May 15, 2026		96,204	—	—	—	96,204	€262,991
	2024 LTI RSU	2024 - 2026	May 15, 2024	16,220	€511,908	May 15, 2026		16,200	—	—	8,110	8,110	€110,111
	2024 LTI PSU	2024 - 2026	May 15, 2024	101,400	€180,285	May 15, 2027		101,400	—	—	—	101,400	€211,615
	2025 LTI PSU	2025 - 2027	July 1, 2025	962,803	€5,751,785	May 15, 2028	May 15, 2030	962,803	0.00	—	—	962,803	€892,059

⁽¹⁾ Fair Value at Grant Date is calculated as described in the Share Based Compensation note within the Consolidated Financial

Statements included elsewhere in this report

⁽²⁾ Reflects adjustments to the share grant based on performance and in the case of the Former CEO, the Settlement Agreement

⁽³⁾ The fair market value of the shares that vested during 2025 for the Chairman was €1,399,702 and the fair market value of the shares

that vested during 2025 for the CEO was €836,711

⁽⁴⁾ CEO Transformation Incentive 2021 - 2025 Award provided under the terms of the Remuneration Policy and approved by the Board

Non-Executive Board of Directors Compensation

Remuneration of Non-executive Directors is set forth in the Remuneration Policy. Non-executive Directors receive

cash retainers; they do not receive Board meeting fees. Non-executive Directors are not eligible for variable

compensation and do not participate in any incentive plans based on Company performance. Non-executive

Directors are eligible to receive one vehicle rotated annually and discounts on purchases and leases of vehicles

(same discounts as for eligible employees). Vehicle benefits are subject to taxes for imputed income.

190

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


Non-executive Director Remuneration
Annual cash retainer:	€ 200,000
Additional retainer for Senior Independent Director:	€ 50,000
Additional retainer for Audit Committee Chair:	€ 25,000
Additional retainer for Audit Committee membership:	€ 10,000
Additional retainer for other Committee Chairs:	€ 10,000
Additional retainer for other Committee membership:	€ 5,000

Other Remuneration Matters

Compliance with Remuneration Policy

The remuneration paid to Executive and Non-executive Directors for 2021 was done in line with the

Remuneration Policy approved by Shareholders at the April 15, 2021 Annual General Meeting. We refer to the

paragraphs on the Elements of Executive Director Remuneration, Base Salary, 2025 Stellantis Annual Incentive

Plan, Long-Term Incentive Plan, more detailed information on how the remuneration in the Remuneration Report

contribute to the long-term performance of the Company.

Derogations and Deviations from Remuneration Policy

John Elkann, our Chairman, was eligible for the 2025 Stellantis Annual Incentive Plan (SAIP), as a derogation to

the Remuneration Policy and based on an external review and benchmarking of the competitiveness of his total

remuneration, as further provided in the Chairman Remuneration section of this Report. Based on actual

performance results for the 2025 year, there was no payout for the 2025 SAIP. For 2026 and subsequent years,

at the Chairman’s request, and with the approval of the Remuneration Committee, the Chairman will not

participate in the Company’s annual incentive plan.

For our CEO Antonio Filosa, a derogation of the Remuneration Policy was made to allow payment of a severance

benefit under the terms of his then-current employment agreement as Chief Operating Officer of North America

(COO-NA) in the event such termination without cause occurs within the first three years of his current CEO

agreement. Given the challenges facing the Company and industry when Mr. Filosa accepted the CEO position,

the CEO and Remuneration Committee agreed to strike the right balance between performance during the term

of the five-year CEO agreement terms and a fair and competitive severance package (as provided during his

then-current COO-NA employment agreement) so that the CEO can be fully dedicated and strategically focused

in achieving both short-term results and creating value during the longer term. After the first three years of the

CEO contract term, any severance amount will be based on his annual base salary, subject to the maximum

allowance under the Dutch Civil Code.

Terms of Engagement - Service Agreement

The CEO was employed by the Company on the basis of a Service Agreement (dated July 18, 2025) for a five-

year period ending on July 18, 2030, subject to any earlier termination by either party.

Restrictive Covenants

Pursuant to the services agreement between the CEO and the Company, the CEO was subject to a non-

competition restriction for a period of one year following termination of employment. A customary provision

regarding confidentiality is also included in the services agreement.

191

Stock Ownership and Retention Guidelines

Our Board recognizes the critical role that executive stock ownership and retention has in aligning the interests

of management with those of shareholders. In 2021, the Board approved stock ownership and retention

guidelines for Executive Directors and Non-executive Directors. Shares owned outright and any unvested RSUs

are counted for purposes of meeting the guideline (unvested PSUs are not considered).

The Chairman and CEO are subject to stock ownership guidelines which require owning shares with an

aggregate value of not less than six (6) times base salary. Non-executive Directors are required to own shares

with an aggregate value of not less than one year of the annual cash retainer. All are required to meet their

required level of ownership within five years.

The Chairman and CEO are required to retain one hundred percent of net, after-tax shares of common stock

issued upon vesting and settlement of any equity awards granted until the fifth (5th) anniversary of the grant date

of such award. Mr. Elkann has met the Stock ownership and Retention guidelines and Mr. Filosa has until

December 31, 2030 to satisfy such requirements.

Clawback Policy

The Company is dedicated to maintaining and enhancing a culture focused on integrity and accountability.

Pursuant to the terms of the Equity Incentive Plan (“EIP”) and the Remuneration Policy, the Company may

recover, or clawback, incentive compensation, including the ability to retroactively adjust if any cash or equity

incentive award is predicated upon achieving financial results and the financial results were subject to an

accounting restatement. In addition, the Board had approved a clawback policy in 2023 that complies with

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and is provided, as required, in our 2023

Annual Report.

In the financial year 2025, no situation occurred where variable remuneration has been, or had to be, reclaimed.

Insider Trading Policy / Security Hedging Provisions

The Company maintains an insider trading policy applicable to all directors, employees, members of the

households and immediate family members (including spouse and children) of persons listed and other

unrelated persons, if they are supported by the persons listed. The insider trading policy provides that the

aforementioned individuals may not buy, sell or engage in other transactions in the Company’s stock while in

possession of material non-public information; buy or sell securities of other companies while in possession of

material non-public information about those companies they become aware of as a result of business dealings

between the Company and those companies; disclose material non-public information to any unauthorized

persons outside of the Company; or engage in hedging transactions through the use of certain derivatives, such

as put and call options involving the Company’s securities. The insider trading policy also restricts trading by

specified individuals to defined window periods which follow the Company’s earnings and revenue releases.

To ensure alignment with shareholders' interest and to further strengthen our compensation risk management

policies and practice, the Company’s insider trading policy prohibits all individuals to whom the policy applies

from engaging in a short sale of the Company's or its subsidiaries' securities and derivatives (such as options,

puts, calls, or warrants).

192

Internal Pay Ratios and Comparative Information

The Remuneration Committee considers internal pay ratios within the Company when setting the Executive

Directors’ compensation. In line with the guidance provided under the Dutch Corporate Governance Code and

the Dutch Civil Code, the CEO pay ratio and five-year average employee compensation are to be disclosed in

the annual Remuneration Report.

To meet the five-year trend of average employee compensation requirement, total personnel costs reported in

the annual report less any Executive Director compensation divided by the average headcount reported in the

annual report less any Executive Directors who are included in the total average headcount was utilized and is

illustrated in the tables below.


Employees excluding Executive Directors	2025	2024	2023	2022	2021	5 years average
Personnel cost (€ billion)	16.8	17.1	19.1	18.2	17.1	17.6
Average number of employees	253,654	259,118	271,292	282,926	292,432	271,884
Average employee compensation (€)	66,232	65,993	70,404	64,328	58,475	65,086


	2025	2024	2023	2022	2021⁽¹⁾	5 years average
CEO compensation (€)	5,424,683	23,085,718	36,494,025	23,459,006	17,453,507	21,183,388
Average employee compensation (€)	66,232	65,993	70,404	64,328	58,475	65,086
CEO Pay Ratio	82 ⁽²⁾	350*	518^*	365	298	248

⁽¹⁾ CEO Compensation used to calculate the 2021 CEO pay ratio excludes Other Compensation reported in table 1

⁽²⁾The stated amounts reflect total remuneration earned during the year, including periods prior to and following appointment as Chief

Executive Officer.

*The CEO pay ratio reported in 2024 and 2023 includes remuneration received from the Transformation Incentive 2021 - 2025. Excluding

the amount relating to the CEO Transformation Incentive 2021 - 2025 would result in a CEO pay ratio of 315 for 2023 and 124 for 2024.

In accordance with the guidance provided under the Dutch Corporate Governance Code, further pay ratios

including scenario analysis reflecting incentive plan performance were conducted between the CEO and senior

management. Considering base salary and incentive opportunities (both short-term and long-term incentives),

the CEO pay ratio ranged from 2.4 to 4.8.

Comparative Table over Remuneration and Company Performance

In line with guidance provided under the Dutch Corporate Governance Code and the Dutch Civil Code, the

performance of the Company, the remuneration of each Director and the average employee compensation other

than directors from 2021 to 2025 financial years is disclosed in the following table.


Company Performance	2025	2024	2023	2022	2021
Net revenues (€ million)	153,508	156,878	189,544	179,592	149,419
Net profit/(loss) from continuing operations (€ million)	(22,332)	5,520	18,625	16,779	13,218
Diluted earnings/(loss) per share from continuing operations (€)	(7.75)	1.84	5.94	5.31	4.19

193


Director	Position	2025	2024	2023	2022	2021
ELKANN, John Philipp	Chairman	€2,450,938	€2,797,278	€4,823,519	€5,850,051	€7,884,085
FILOSA, Antonio	CEO	5,424,683
TAVARES, Carlos	Former CEO	11,928,066	23,085,718	36,494,025	23,459,006	19,153,507
PEUGEOT, Robert	Director	225,202	220,405	216,927	219,595	203,782
AGNELLI, Andrea	Former Director	-	-	62,644	223,022	226,135
CASTRIES, Henri de	Director	291,018	289,829	286,294	290,010	273,725
CICCONI, Fiona Clare	Director	262,703	238,046	234,478	227,611	208,061
DAVEY-SCHROEDER, Alice	Director	174,410
DUFOURCQ, Nicolas	Director	-	-	-	-	-
GODBEHERE, Ann	Director	235,561	225,510	225,510	228,106	228,458
MARTELLO, Wan Ling	Former Director	87,741	245,960	245,960	234,440	221,546
PARZANI, Claudia	Director	222,349	154,947	-	-	-
RAMOT, Daniel	Director	165,288
RIBADEAU-DUMAS, Benoit	Director	-	-	-	-	-
SAINT-EXUPERY, Jacques	Director	58,242	200,000	200,000	201,853	198,436
SCOTT, Kevin	Former Director	-	70,589	230,960	218,702	203,498
MARCHIONNE, Sergio	Former CEO	-	-	-	-	26,080,867
MANLEY, Michael	Former CEO	-	-	-	51,184,773⁽¹⁾	305,876
PALMER, Richard	Former CFO	-	-	345,686⁽²⁾	-	14,766,580
ABBOTT, John	Former Director	-	-	-	-	8,456
BRANDOLINI D'ABBA, Tiberto	Former Director	-	-	-	-	9,169
EARLE, Glenn	Former Director	-	-	-	-	8,387
MARS, Valerie	Former Director	-	-	-	-	11,872
THOMPSON, Ronald L.	Former Director	-	-	-	-	14,611
VOLPI, Michelango A.	Former Director	-	-	-	-	12,198
WHEATCROFT, Patience	Former Director	-	-	-	-	8,723
ZEGNA, Emenegildo	Former Director	-	-	-	-	24,479

⁽¹⁾ This amount represents the amount paid as described in the Pre-merger Legacy Matters - Remuneration of Former Executive Directors

FCA N.V. section of the 2022 Remuneration Report

⁽²⁾ This amount represents the amount paid as described in the Pre-merger Legacy Matters - Remuneration of Former Executive Directors

of FCA N.V. section of the 2023 Remuneration Report


Average employee compensation	2025	2024	2023	2022	2021
Average employee compensation	€66,232	€65,993	€70,404	€64,328	€58,475

194

SUSTAINABILITY STATEMENT

TABLE OF CONTENTS

195

LIMITED ASSURANCE-REPORT OF THE INDEPENDENT

AUDITOR ON THE SUSTAINABILITY STATEMENT

To: The Board of Directors and the shareholders of Stellantis N.V.

Our conclusion

We have performed a limited assurance engagement on the (consolidated) Sustainability Statement for the year

ended 31 December 2025 of Stellantis N.V. based in Amsterdam (hereinafter: the company) in section

Sustainability Statement of the accompanying Board report including the information incorporated in the

Sustainability Statement by reference (hereinafter: the Sustainability Statement).

Based on our procedures performed and the assurance evidence obtained, nothing has come to our attention

that causes us to believe that the Sustainability Statement is not, in all material respects:

• Prepared in accordance with the European Sustainability Reporting Standards (“ESRS”) as adopted by the

European Commission and in accordance with the double materiality assessment process carried out by the

company to identify the information reported pursuant to the ESRS.

• Compliant with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy

Regulation) and the amended EU Taxonomy Delegated Act 2026/73 of 4 July 2025 (‘the Omnibus Delegated

Act’).

Basis for our conclusion

We have performed our limited assurance engagement on the Sustainability Statement in accordance with

Dutch law, including Dutch Standard 3810N, 'Assurance-opdrachten inzake

duurzaamheidsverslaggeving' (Assurance engagements relating to sustainability reporting) which is a specified

Dutch standard that is based on the International Standard on Assurance Engagements (“ISAE”) 3000 (Revised)

’Assurance engagements other than audits or reviews of historical financial information’.

Our responsibilities in this regard are further described in the section ‘Our responsibilities for the limited

assurance engagement on the Sustainability Statement’ of our report.

We are independent of Stellantis N.V. in accordance with the ‘Verordening inzake de onafhankelijkheid van

accountants bij assurance-opdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulation with

respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we

have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics for

Professional Accountants).

The ViO and VGBA are at least as demanding as the International code of ethics for professional accountants

(including International independence standards) of the International Ethics Standards Board for Accountants

(the IESBA Code).

We believe that the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our

conclusion.

196

Emphasis of matter

Emphasis on the most significant uncertainties affecting the quantitative metrics

We draw attention to section ‘Value Chain Estimations, Sources of Estimation and Outcome Uncertainty’ in the

Sustainability Statement that identifies the quantitative metrics that are subject to a high level of measurement

uncertainty and discloses information about the sources of measurement uncertainty and the assumptions,

approximations and judgements the company has made in measuring these in compliance with the ESRS.

The comparability of sustainability information between entities and over time may be affected by the lack of

historical sustainability information in accordance with the ESRS and by limited practice on which to draw, to

evaluate and measure this information. This allows for the application of different, but acceptable, measurement

techniques, especially in the initial years.

Emphasis on the double materiality assessment process

We draw attention to section ‘Double Materiality Assessment’ in the Sustainability Statement. This disclosure

highlights the updates made in 2025 with respect to the updated trajectory and strategic developments which

resulted in changes to the topics considered material. It is also highlighted that there will be further refinements

through periodic reviews and further integration with the ERM processes. The DMA will be further updated to

reflect the new Stellantis strategy once defined in 2026. The Sustainability Statement may not include every

impact, risk and opportunity or additional entity-specific disclosure that each individual stakeholder (group) may

consider important in its own particular assessment

Emphasis on the use of third-party information

We draw attention to section ‘Estimations and Sources of Estimation and Outcome Uncertainty’ in the

Sustainability Statement that indicates that certain metrics and calculations are (partly) based on assumptions

and sources from third parties. The assumptions and sources (“third-party information”) used are disclosed in

the basis of preparation of the respective metric. Validation of such third-party information and certifications is

not common market practice.

Our conclusion is not modified in respect of these matters.

Limitations to the scope of our assurance engagement

In reporting forward-looking information in accordance with the ESRS, management of the company is required

to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in

the future and possible future actions by the company. The actual outcome is likely to be different since

anticipated events frequently do not occur as expected. Forward-looking information relates to events and

actions that have not yet occurred and may never occur. We do not provide assurance on the achievability of

this forward-looking information.

Our conclusion is not modified in respect of this matter.

197

Responsibilities of the Board of Directors for the Sustainability Statement

Management is responsible for the preparation of the Sustainability Statement in accordance with the ESRS,

including the double materiality assessment process carried out by the company as the basis for the

Sustainability Statement and disclosure of material impacts, risks and opportunities in accordance with the

ESRS. As part of the preparation of the Sustainability Statement, management is responsible for compliance with

the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) and the

amended EU Taxonomy Delegated Act 2026/73 of 4 July 2025 (‘the Omnibus Delegated Act’).

Management is also responsible for selecting and applying additional entity-specific disclosures to enable users

to understand the company’s sustainability-related impacts, risks or opportunities and for determining that these

additional entity-specific disclosures are suitable in the circumstances and in accordance with the ESRS.

Furthermore, management is responsible for such internal control as it determines is necessary to enable the

preparation of the Sustainability Statement that is free from material misstatement, whether due to fraud or error.

The Board of Directors is responsible for overseeing the sustainability reporting process including the double

materiality assessment process carried out by the company.

Our responsibilities for the limited assurance engagement on the Sustainability Statement

Our responsibility is to plan and perform the limited assurance engagement in a manner that allows us to obtain

sufficient appropriate assurance evidence for our conclusion.

Our assurance engagement is aimed to obtain a limited level of assurance that the Sustainability Statement is

free from material misstatements. The procedures vary in nature and timing from, and are less in extent than for

a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance

engagement is substantially lower than the assurance that would have been obtained had a reasonable

assurance engagement been performed.

We apply the applicable quality management requirements pursuant to the ‘Nadere voorschriften

kwaliteitsmanagement’ (NV KM, regulations for quality management) and the International Standard on Quality

Management (“ISQM”) 1, and accordingly maintain a comprehensive system of quality management including

documented policies and procedures regarding compliance with ethical requirements, professional standards

and other relevant legal and regulatory requirements.

Our limited assurance engagement included among others:

• Performing inquiries and an analysis of the external environment and obtaining an understanding of relevant

sustainability themes and issues, the characteristics of the company, its activities and the value chain and its

key intangible resources in order to assess the double materiality assessment process carried out by the

company as the basis for the Sustainability Statement and disclosure of all material sustainability-related

impacts, risks and opportunities in accordance with the ESRS.

198

• Obtaining through inquiries a general understanding of the internal control environment, the company’s

processes for gathering and reporting entity-related and value chain information, the information systems and

the company’s risk assessment process relevant to the preparation of the Sustainability Statement and for

identifying the company’s activities, determining eligible and aligned economic activities and prepare the

disclosures provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) and the amended EU

Taxonomy Delegated Act 2026/73 of 4 July 2025 (‘the Omnibus Delegated Act’), without obtaining assurance

information about the implementation, or testing the operating effectiveness, of controls.

• Assessing the double materiality assessment process carried out by the company and identifying and

assessing areas of the Sustainability Statement, including the disclosures provided for in Article 8 of

Regulation (EU) 2020/852 (Taxonomy Regulation) and the amended EU Taxonomy Delegated Act 2026/73 of 4

July 2025 (‘the Omnibus Delegated Act’) where misleading or unbalanced information or material

misstatements, whether due to fraud or error, are likely to arise (‘selected disclosures’). We designed and

performed further assurance procedures aimed at assessing that the Sustainability Statement is free from

material misstatements responsive to this risk analysis.

• Considering whether the description of the double materiality assessment process in the Sustainability

Statement made by management appears consistent with the process carried out by the company.

• Determining the nature and extent of the procedures to be performed for the group components and locations.

For this, the nature, extent and/or risk profile of these components are decisive.

• Performing analytical review procedures on quantitative information in the Sustainability Statement, including

consideration of data and trends in the information submitted for consolidation at corporate level.

• Assessing whether the company’s methods for developing estimates are appropriate and have been

consistently applied for selected disclosures. We considered data and trends; however, our procedures did

not include testing the data on which the estimates are based or separately developing our own estimates

against which to evaluate management’s estimates.

• Analysing, on a limited sample basis, relevant internal and external documentation available to the company

(including publicly available information or information from actors throughout its value chain) for selected

disclosures.

• Reading the other information in the annual report to identify material inconsistencies, if any, with the

Sustainability Statement.

• Considering whether:

◦ the disclosures provided to address the reporting requirements provided for in Article 8 of Regulation

(EU) 2020/852 (Taxonomy Regulation) and the amended EU Taxonomy Delegated Act 2026/73 of 4 July

2025 (‘the Omnibus Delegated Act’) for each of the environmental objectives, reconcile with the

underlying records of the company, are consistent or coherent with the Sustainability Statement and

appear reasonable, in particular whether the eligible economic activities meet the cumulative conditions

to qualify as aligned and whether the technical screening criteria are met and in compliance with the

reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) and

the amended EU Taxonomy Delegated Act 2026/73 of 4 July 2025 (‘the Omnibus Delegated Act’).

199

• Considering the overall presentation, structure and the fundamental qualitative characteristics of information

(relevance and faithful representation: complete, neutral and accurate) reported in the Sustainability

Statement, including the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852

(Taxonomy Regulation) and the amended EU Taxonomy Delegated Act 2026/73 of 4 July 2025 (‘the Omnibus

Delegated Act’).

• Considering, based on our limited assurance procedures and evaluation of the assurance evidence obtained,

whether the Sustainability Statement as a whole is free from material misstatements and prepared in

accordance with the ESRS.

Amsterdam, February 26, 2026

Deloitte Accountants B.V.

/s/ Christian Binkhorst

200

GENERAL INFORMATION

ESRS 2

Basis of Preparation

ESRS 2 BP-1, BP-2, MDR-M

This Sustainability Statement for the year ended December 31, 2025, is prepared in accordance with the

requirements of the EU’s Corporate Sustainability Reporting Directive (“CSRD”) and the European Sustainability

Reporting Standards (“ESRS”). As the CSRD has not been transposed into Dutch national law on the date of this

Annual Report, this statement is prepared on the voluntary basis.

The EU Taxonomy section of this statement has been prepared in accordance with the reporting requirements

provided for in Article 8 of Regulation (EU) 2020/852 (the “EU Taxonomy Regulation”).

This Sustainability Statement includes entity-specific metrics used to measure impacts, risks and opportunities

(“IROs”) not covered by ESRS disclosure requirements or to highlight our specific targets (the “Entity-specific

metrics”). Refer to Appendix I - Disclosure Requirements in ESRS Covered by our Sustainability Statement for

further details.

This statement forms an integral part of the Annual Report. The “incorporation by reference” option as provided

under ESRS has been applied to adapt and integrate the reported information with the other sections of the

Annual Report.

External Review

The sustainability information presented in this statement for the year ended December 31, 2025, is covered by

the limited assurance provided by our auditor Deloitte, except for results reported in Climate Change, and in

Water and Marine Resources for 2021, which are not subject to limited assurance and are provided on a

voluntary basis. Refer to the Limited Assurance Report of the Independent Auditor on Sustainability Statement in

this statement for further information.

Information on whether the measurement of the metric is validated by an external body other than the assurance

provider is included within topical sections, together with details on metrics calculation. In all other cases, it

should be assumed that the metrics have not been validated by additional external body.

References Used in This Statement

The following clarifications are provided to facilitate the reader's understanding. References to “customers”

relate to the actual and potential end users of Stellantis products and services.

C-Suite management refer to the members of the SLT and to CEO direct reports after June 23, 2025. References

to Top Management relate to Senior Vice Presidents and Vice Presidents within the Company. References to

“employees” relate to workers directly hired by the Company, while references to “workers” encompass both

employees and non-employees.

201

Changes in Preparation or Presentation of Information

ESRS 2 BP-2

As explained in Updates to Current Strategic Plan section, elsewhere in this report, newly appointed executive

leadership oversaw a reassessment of our corporate strategy in 2025. In response to the evolving business

landscape, the sustainability trajectory was revised, and several previously established targets were updated to

reflect our evolving priorities.

An overview of our updated sustainability trajectory is presented in the section Updated Sustainability Trajectory,

details of revised targets, including rationale and expected outcome, are provided in each ESG topical section

of this statement. Certain performance indicators that are no longer part of our targets are reported in this

statement as Entity-specific metrics in the relevant ESG topical section as these metrics still provide insights into

the effectiveness of our actions.

As part of the preparation of this statement, we reassessed the significance of environmental, social and

governance topics, using the double materiality principle. The review concluded that biodiversity is a newly

material topic for Stellantis. A dedicated section on biodiversity has been included in this document outlining our

impacts, as well as policies and actions established to address them. Refer to Double Materiality Assessment

and to Biodiversity and Ecosystems sections in this statement for more information about the topic.

Scope of Sustainability Statement

ESRS 2 BP-1

This Sustainability Statement is prepared on a consolidated basis, using the same scope as the Stellantis

Consolidated Financial Statements, which include Stellantis N.V. (the parent company) and its controlled

subsidiaries. For more information, refer to Note 3. Scope of consolidation within the Consolidated Financial

Statements included elsewhere in this report.

We performed a comprehensive operational control assessment per ESRS, by evaluating our ability to direct the

operational activities of our subsidiaries, joint ventures, joint operations, associates, and investments.

Consequently, the relevant metrics presented in this statement include information from our headquarters, local

offices, and all manufacturing sites, including those under operational control. Metrics reported in this statement

are collected from operational sites through local or centralized management systems. These metrics are based

on actual data obtained from system records, measurements, and calculations. Certain metrics pertaining to

Aramis Group, whose reporting period does not align with the Stellantis reporting period, and entities acquired

or sold during the reporting period, are calculated at the global level based on estimates of the contribution to

the total Stellantis' figures based on historical trends.

The Sustainability Statement disclosures are extended to provide information on material IROs connected with

Stellantis through direct and indirect business relationships in the upstream and downstream value chain as

outlined in Value Chain and Double Materiality Assessment.

Time Horizons

ESRS 2 BP-2

Stellantis applies the following time horizons in its Sustainability Statement:

• The short-term covers 2025 calendar year;

• The medium-term horizon extends up to five years from the end of the reporting period; and

• The long-term period, beginning five years after the end of the reporting period.

202

For targets, specific time intervals were set by Stellantis in alignment with its sustainability trajectory as disclosed

in Updated Sustainability Trajectory.

Value Chain Estimations, Sources of Estimation and Outcome Uncertainty

ESRS 2 BP-2

This Sustainability Statement contains certain metrics that cannot be directly measured and must be estimated, resulting

in a high level of uncertainty. It also contains forward-looking statements that reflect our current views on future events

and involve significant risks and uncertainties that could cause actual results to differ materially. For more information

refer to Introduction - Cautionary Statements Concerning Forward Looking Statements included elsewhere in this report.

Estimates are based, whenever possible, on recognized third-party databases and methodologies. The preparation

of this Sustainability Statement requires management to make judgments, estimates and assumptions that affect

amounts reported. These estimates and assumptions are based on historical experience, known elements at the

time of the preparation of this statement, and other relevant factors. These estimates and underlying assumptions

are reviewed regularly and adjusted as necessary. Actual results may differ from the estimates , requiring

adjustment in subsequent reporting periods. Any changes in estimates are recognized in the period of adjustment

and, for forward-looking projections, in future periods. Areas of significant judgment are outlined below.

Climate Change

Our Scope 3 emissions in Category 1 - Purchased goods and services are estimated using a life cycle analysis

(“LCA”) tool and related secondary database. LCAs are conducted on representative configurations of our

vehicles taking into account the list of components with materials and mass information provided by suppliers.

The same estimation process is applied to high-voltage batteries.

Our Scope 3 emissions for Category 11 - Use of sold products are calculated by using the following criteria:

• Tank-to-Wheel emissions are determined based on:

• the expected mileage of vehicles, which may vary on a regional basis, vehicle segment and powertrain

application; and

• fuel consumption assumptions observed from homologation test cycle data in the relevant region, adjusted

to reflect real-drive conditions for vehicles obtained from connected vehicles or direct testing historical

experience. For PHEVs, real-life utility factors are applied.

• Well-to-Tank emissions consider the fuels used by conventional vehicles, which are obtained from an external

LCA database and then converted with the use of an average emission factor per region and fuel type.

Additionally, the electricity used by the EVs are evaluated based on actual information and on forecasts from

LCA databases and International Energy Agency (“IEA”) scenarios per region.

• Vehicle maintenance emissions are determined based on:

• Global Warming Potential (“GWP”) for the maintenance phase obtained as average emission factors per

powertrain, considering the average number of spare parts replaced during the vehicle’s 15-year lifetime

and the vehicle’s mass; and

• GWP of refrigerant fluid leakage obtained using assumptions such as an average emission factor and an

average number of replacements during the vehicle’s lifetime which we combine with known data, such as

number of vehicles and their mass.

• The vehicle end-of-life emissions are determined based on an average GWP.

203

Pollution

The Tonnage of substances of very high concern (“SVHC”) that leave facilities as product or as part of products,

was calculated for representative vehicles in each segment using International Material Data System (“IMDS”).

The SVHC results for each segment were estimated using worldwide vehicle sales, while total SVHC amount

accounted also for spare parts and chemicals’ sales for the respective period.

Water and Marine Resources

Water Consumption data are based on estimates when direct measurements, which include data obtained

through measurement, calculation or invoicing, are not available.

Resource Use and Circular Economy

All information reported in the Resource inflows table are estimated based on the vehicles part composition (bill

of materials), mass and material information, obtained from an external database, for a representative

configuration of vehicles and applied to sales volumes. Further assumptions are used to determine the

Secondary or biomaterial content used in vehicles sold not represented in the external database.

The Rates of recyclable content in products are estimated based on the mass composition of vehicle parts

obtained from an external database for representative worst-case configurations of vehicles, then applied to

sales volumes. Assumptions are used to determine Recyclable content for vehicles sold, not represented in the

external database.

Governance

Statement of Due Diligence

GOV-4

We defined our ethical, social and environmental commitments in our policies and strategy. We follow the

Organization for Economic Cooperation and Development (“OECD”) Guidelines for Multinational Enterprises and

the United Nations (“UN”) Guiding Principles on Business and Human Rights to integrate due diligence into our

procurement and raw material sourcing, operations, and local communities throughout the entire value chain.

Due diligence is an integral part of our risk assessment. Our Ethics and Compliance Committee (“ECC”) and

Human Rights Committee oversee these activities. In addition, our Global Responsible Purchasing Guidelines

(“GRPG”) require suppliers to be externally evaluated based on their social, ethical, and environmental

compliance. In addition, actions such as audits, supplier training, and regular follow-ups are conducted with the

participation of cross-functional teams of experts dedicated to these activities.

204

The core elements of our due diligence process are as follows:


Core elements of due diligence	Section in this Annual Report	Page
a) Embedding due diligence in governance, strategy and business model	Corporate Governance - Board Practices and Committees	110
	Corporate Governance - Code of Conduct	153
	Sustainability Statement - Human Rights Policy	266
b) Engaging with affected stakeholders	Sustainability Statement - Stakeholder Dialogue for a Better Mutual Understanding with Society	209
b) Engaging with affected stakeholders	Sustainability Statement - Social Sustainability	267, 275, 294, 301, 307, 310, 313
c) Identifying and assessing negative impacts on people and environment	Sustainability Statement - Double Materiality Assessment	212
	Sustainability Statement - Social Sustainability	273, 288
d) Taking action to address negative impacts on people and the environment	Our specific actions to address material impacts identified in our DMA are disclosed in Sustainability Statement in the relevant Environmental, Social and Governance sections	230, 245, 248, 258. 265, 294, 303, 308 , 310, 314, 315,
e) Tracking the effectiveness of these efforts	We report on key sustainability metrics in accordance with our updated sustainability trajectory	205

Risk Management and Internal Controls over the Sustainability Statement

GOV-5

In 2025, Stellantis commenced and is proceeding with the implementation of sustainability reporting control

systems in accordance with the Internal Controls over Sustainability Reporting model set forth within the COSO

Framework. The main risks related to sustainability reporting identified by Stellantis include non-compliance with

regulatory standards, misinformation or errors in data collection and processing, and inconsistencies in

estimated values.

To mitigate the main risks, Stellantis applies a multi-level review process, from data collection at the business

unit level to qualitative review of objectives and actions, followed by multiple approvals up to Senior

Management. This is intended to support the reporting of our sustainability performance with a sufficient level of

completeness, accuracy and in alignment with applicable regulatory requirements.

Stellantis is implementing a structured set of measures to support the integrity and reliability of sustainability

reporting. These measures include the documentation of key operational processes with clearly defined roles

and responsibilities, targeted training programs to enhance expertise in sustainability data management and the

implementation of standardized procedures and monitoring controls throughout the report preparation and data

collection processes aimed at overseeing the completeness and consistency of the material data points

included in this statement.

The governance process for non-financial reporting is aligned with our financial reporting processes and follows

the same review principles as the Annual Report, as well as the related engagement with the Board of Directors.

While efforts are made to maintain the completeness and accuracy of the data in our report, our reporting

processes across operating companies are still under harmonization.

205

Stellantis has established a comprehensive governance structure to oversee its sustainability reporting

processes. The Audit Committee assists and advises the Board of Directors on the integrity of the Company’s

disclosures and reports on environmental, social, human rights and governance factors (collectively referred to

as “sustainability reporting”). This is conducted in accordance with applicable reporting standards and intended

to ensure the adequacy and effectiveness of the Company’s internal controls in relation to sustainability

reporting. In 2024, Stellantis established the Sustainability Reporting and Disclosure Steering Committee

(“SRDC”), composed of relevant members of Senior Management, to monitor environmental, social, and

governance disclosures are accurate, complete, fairly presented, timely, and compliant with applicable laws and

regulations. In 2025 the governance evolved to better support increasing complexity and organizational maturity

by shifting the operational leadership to the Sustainability Operational Task Force, building on existing roles and

contributions, while the SRDC further strengthen its focus on overall sustainability reporting strategy and

oversight.

Strategy, Business Model and Value Chain

ESRS 2 SBM-1

Business Model

Refer to the Overview of Our Business and Sales Overview sections included elsewhere in this report for

information on the Company’s business model and markets information.

Total Net revenues for the years ended December 31, 2025, and 2024, were €153,508 million and €156,878

million, respectively. Refer to Note 4. Net revenues within the Consolidated Financial Statements included

elsewhere in this report for additional information.

Updated Sustainability Trajectory

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

percent EV sales in Europe and 50 percent in the United States by 2030.

As explained in Updates to Current Strategic Plan elsewhere in this report, following the leadership transition in

2025, the Company initiated a comprehensive reassessment of its long-term strategy. The review results in the

Stellantis updated climate ambitions, which include achieving a 20 to 30 percent reduction in GHG emissions by

2030, compared to a 2021 base year, and reaching carbon net zero by 2050, with single-digit percentage

compensation of residual emissions (the “Carbon Net Zero Targets”).

This strategic reassessment reflects a revised view on the expected pace of the energy transition across

markets, 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. All other targets were also reassessed and updated to reflect our evolving

priorities.

The updated sustainability targets have been approved by the SLT and established based on assumptions and

information available as of the date of this report. They may be revised in the future to reflect changes in our

business plans, regulatory frameworks, market conditions, or advancements in sustainability practices.

Our updated sustainability trajectory is summarized below, details of updated targets, including rationale and

expected outcome, are provided in each ESG topical section of this statement.

206

Stellantis Sustainability Trajectory


	Target
	2030	2050
Climate Change and Biodiversity
Carbon Net Zero Targets:⁽¹⁾
Percentage of reduction in absolute GHG emissions across Scopes 1, 2, and 3 vs. 2021 base year⁽²⁾	20-30%	Carbon Net Zero⁽⁴⁾
Percentage of reduction in absolute Scope 1 and 2 GHG emissions vs. 2021 base year⁽²⁾⁽³⁾	47-50%	Carbon Net Zero⁽⁴⁾

Entity-specific metrics	Target
Entity-specific metrics	2030
Water
Total water withdrawal normalized (m³/vehicle produced)	3.0 - 3.4
Resource Use and Circular economy
Percentage of green materials on total vehicle weight for new launches	35%
Own Workforce
Percentage of countries with more than 150 employees covered by collective agreements	95%
Lost-time injury frequency rate (LTIR/1,000,000 hours worked)	<1
Access rate to training	100%
Percentage of technical engineering reskill/upskilling	30%
Workforce in the Value Chain
Percentage of Annual Purchase Value (“APV”) from Tier 1 suppliers evaluated on sustainability criteria	95% of APV of direct material (parts); 75% of APV of indirect material
Average sustainability scores of Stellantis Tier-1 suppliers assessed by independent third party vs. average sustainability scores of all companies assessed by third party	Keep a positive gap of 15%
Consumers and End-Users
Percentage of complaints raised by supervisory authorities handled on time	100%
Percentage of reduction in 3 months in service repairs rate: vs. base year 2025	50%
Business Conduct
Percentage of closed cases that were included in the Post-Investigation and Anti-Retaliation survey	20%

⁽¹⁾ The achievement is conditioned by key external enablers: decarbonized energy and grid infrastructure, and conducive public policies

for BEV (charging infrastructure, purchasing incentives) impacting our Scope 3 emissions.

⁽²⁾The Scope 1 and Scope 2 emissions targets both account for less than 1 percent of total GHG emissions and therefore their

contribution to the overall target is individually less than 1 percent.

⁽³⁾Does not include certain logistics-related emissions that were recategorized from Scope 3 to Scope 1 in 2025.

⁽⁴⁾With single digit percent compensation of residual emissions.

The Carbon Net Zero Targets above also address biodiversity impacts driven by GHG emissions, as disclosed

in Targets Related to Biodiversity and Ecosystems section in this statement.

Creating Shared and Lasting Value for our Stakeholders

Below is a summary of selected resources and outcomes generated in 2025.

207

Our key resources in 2025

Our key impacts in 2025

Value Chain

Stellantis has a large upstream value chain affecting a wide range of related industries including services such

as research and development (“R&D”) and logistics. Our upstream activities include resources extraction,

casting, stamping, machining and heat treatment, and components, such as lighting, tires, batteries. Component

manufacturers and vehicle assembly at our premises or joint ventures premises typically form long-term and

stable relationships with different degrees of vertical integration.

208

Stellantis value chain

$Value-chain.jpg$

The process for assembling a vehicle typically involves several key stages, including body welding, painting,

and pre-assembly. These operations, often carried out in our plants, but also performed by joint ventures or

third-party contract manufacturers, integrate components and systems sourced from across the value chain,

transforming individual parts into a complete vehicle ready for delivery. We outsource component production to

Tier 1 suppliers, who then subcontract detailed parts to Tier 2 and Tier 3, creating a multi-level division of labor

structure. Stellantis has a direct contractual relationship with more than 1,900 Tier 1 suppliers in direct material.

The significant ongoing transformation in the automotive industry, driven by electrification and connectivity

technologies, is reshaping our entire value chain. This involves forging business relationships with the

automotive electronics industry and technology providers, including companies specializing in software

development offering solutions for our vehicles. Moreover, it encompasses the use of strategic alliances and the

integration of advanced materials in our products.

Our downstream activities are connected to vehicle sales and aftersales services for end-users, vehicle

maintenance, and end-of-life treatment. These activities involve logistics and distribution services from our plants

to the premises of our dealers, importers or fleet company customers. Stellantis vehicles are primarily sold by

dealers and distributors, or directly by us in some cases, to retail and fleet customers. Aftersales services are

primarily offered by dealers and repair centers, while end-of-life vehicle treatment is managed by third parties.

To provide financing for our dealers and retail customers, we have partnerships with large international banks

and captive financial service companies.

209

Stakeholder Dialogue for a Better Mutual Understanding with Society

ESRS 2 SBM-2

We engage in active dialogue with our stakeholders, which serves to identify and address future societal,

environmental or economic challenges more effectively and contribute to the definition of our sustainability

ambitions. Stellantis uses a coordinated approach to facilitate consistency and accountability in how internal and

external stakeholder feedback is managed and integrated. 

Stellantis acknowledges that stakeholders’ engagement is a foundational element of its sustainability

governance and reporting practices. Stakeholders engaged during the reporting period included key

stakeholder categories such as employees and unions, customers, suppliers, investors, public authorities, local

communities, advocacy groups, and civil society organizations.

Our Stakeholder Engagement Policy, outlines our commitment to collaboration and dialogue particularly

regarding the sustainability aspects of our strategy (refer to Key elements of stakeholders engagement table for

additional information). It details our key stakeholders, how engagement is organized, its purpose including the

various topics it can cover, and how outcomes are considered by Stellantis.

Engagement activities vary by the stakeholder group. Active outreach is conducted through employee surveys,

town halls, customer satisfaction surveys and events, while additional engagement occurs on a reactive basis

through responses to external requests, consultations, and inquiries. The Company continued to respond to

stakeholder input through structured channels, supporting the objective that relevant concerns, expectations,

and evolving topics were appropriately considered. The feedback is integrated into daily operations such as

employee training, procurement practices, and is used in communication, mitigation actions and overall

development and implementation of its sustainability strategy. Refer to Stellantis Overview - Updates to Current

Strategic Plan, elsewhere in this report and to Updated Sustainability Trajectory, in this statement for further

information on the ongoing review of our strategy.

In 2025, outreach efforts were expanded, transparency in reporting was enhanced, and collaboration with

stakeholders deepened on emerging issues such as climate accountability, human rights, and sustainable

supply chain practices. 

Engagement outcomes were used to update our due diligence process and the double materiality assessment,

contributing to the identification and prioritization of sustainability matters with significant impacts or relevance to

stakeholders. Regular stakeholder feedback is provided to Top Management, and engagement activities are

embedded into governance processes to support alignment with ESRS disclosure requirements. Regular

updates are provided to the ESG Committee on stakeholders dialogue. The ESG Committee monitors the

effectiveness of the policy, actions and targets.

Stellantis views stakeholder engagement as a strategic enabler of its sustainability commitments. The Company

intends to update its engagement model as needed to align with changes in the operating environment. As

Stellantis moves forward, it remains dedicated to strengthening stakeholder relationships through transparency,

responsiveness, and continuous improvement. Refer to Own Workforce, Workers in the Value Chain, Affected

Communities and Consumers and End-Users topical sections, in this statement for more details about

engagement with our stakeholders.

210

Key elements of stakeholders engagement


	Communication and dialogue channels	Areas of focus
Stakeholder Category: Clients
Private Customers	▪ Brand websites ▪ Dealership networks ▪ Customer Relations teams ▪ Customer satisfaction surveys and market research ▪ Company’s social media	▪ Quality of products and service ▪ Environmental impact of vehicles ▪ Road safety ▪ Sustainable mobility
B2B clients including dealership network	▪ Fleet sale team: direct engagement and participation in tenders ▪ Training on sales and marketing ▪ Analysis of periodic customer satisfaction surveys ▪ Monitoring financial performance and forecasts ▪ Analysis of all types of risks (including ethical) before contracts are signed	▪ Financial and strategic performance ▪ Quality of products, service and customer satisfaction ▪ Environmental impact of vehicles and manufacturing facilities ▪ Sustainable mobility
Stakeholder Category: Employees
Employees	▪ Internal communication (i.e., town halls, newsletters, employee portal, events, awareness campaigns, training) ▪ Direct dialogue with management ▪ Suggestion collection processes (idea boxes) ▪ Periodic surveys	▪ Workforce related topics such as integrity, learning, wellbeing, health and safety, working conditions, compensation and benefits ▪ Market conditions ▪ Strategy, commercial and financial results ▪ Company transformation, impact on skills, new ways of working, career paths
Employee and labor union representatives	▪ Various employee representation bodies at national or transnational level, such as the European Works Councils of PSA, FIAT and Opel Vauxhall, or UAW (U.S. Union) and Unifor (Canadian Union) ▪ Collective bargaining agreements and employee relations agreements with labor unions and employee representatives	▪ Strategy, notably decarbonization, economic and commercial results ▪ Market contexts ▪ Company transformation, impact on skills, new ways of working ▪ Workforce related topics such as diversity, learning, wellbeing, health and safety, working conditions, compensation and benefits
Stakeholder Category: Financial Community
Shareholders and other investors	▪ Public annual disclosures ▪ Corporate website ▪ Annual and quarterly financial results ▪ Shareholders’ Annual General Meeting ▪ Investor meetings (including online events on strategy)	▪ Financial and ESG performance ▪ Strategy, results and forecasts
Financial and sustainable and responsible investment analysts	▪ Public annual disclosures ▪ Corporate website ▪ Annual and quarterly financial results ▪ Conferences presenting the company’s strategy (roadshows) ▪ Responses to questionnaires and requests ▪ Discussion sessions

211


	Communication and dialogue channels	Areas of focus
Stakeholder Category: Partners
Suppliers, partners in cooperation and innovation projects and joint ventures, industry associations	▪ Monthly meetings ▪ Company’s delegates in regional automotive industry bodies + trade associations ▪ Suppliers’ convention, Supplier Innovation Days, Annual Supplier Awards ▪ Products / projects meetings ▪ Supplier relations teams ▪ ESG / CSR self-assessment questionnaires ▪ Responsible Purchasing Guidelines ▪ Analysis of all types of risks (including ethical) before a contract is signed ▪ Sustainability clauses in contracts ▪ Joint development programs	▪ Company’s projects for products and industrial initiatives ▪ Innovation strategy and plan ▪ Supply chain financial and ESG performance and other measures
Stakeholder Category: Civil Society
Associations and Non- Governmental Organizations (NGOs)	▪ Public annual disclosures ▪ The Company’s social media ▪ Meetings ▪ Responses to ad hoc requests ▪ Charitable giving	▪ Road safety ▪ Human rights in the supply chain ▪ Environmental impact of activities across value chain ▪ Education and inclusion ▪ Freedom of mobility in a decarbonized world
Representatives of host communities, including local administrations	▪ Events (open days and facilities visits) ▪ Meetings and discussions	▪ Economic and social development in host communities ▪ Environmental impacts near Stellantis facilities
Research and teaching partners, including universities and schools	▪ Awareness campaigns, sites visits and educational events held by the company’s facilities with local schools ▪ Partnership with universities, engineering schools and business schools in host countries ▪ Intern and apprenticeship programs	▪ Innovations on sustainable mobility and related topics (e.g., materials)
Public institutions, including governments, public agencies and regulatory bodies, consumer groups and other road users organizations	▪ Direct dialogue through ad hoc meetings and institutional channels ▪ Consultation with consumer panels ▪ Participation in working groups and collaborative projects	▪ Financial and ESG / CSR performance ▪ Strategy, results and forecasts ▪ Product launches ▪ Investments in plants and technological development ▪ Social impacts of the transformation of the automotive sector
Journalists and Media	▪ Direct dialogue ▪ Press releases ▪ Presentations and press conferences ▪ Auto shows ▪ Corporate and brand websites and social media	▪ Financial and ESG performance ▪ Strategy, results and forecasts ▪ Product launches ▪ Investments in plants and technological development ▪ Social impacts of the transformation of the automotive sector
Stakeholder Category: Environmental Groups
Associations and NGOs	▪ Public annual disclosures ▪ Social media ▪ Meetings ▪ Responses to ad hoc requests ▪ Joint development programs and protocols	▪ Climate strategy ▪ Real-driving emissions ▪ Circular economy ▪ Environmental impacts of activities

212

Double Materiality Assessment

ESRS 2 IRO-1

Methodology

In 2022, Stellantis carried out a materiality assessment adhering to the Global Reporting Initiative framework.

This was conducted in light of Stellantis’ strategic objective to evolve into a sustainable mobility tech company,

necessitating changes in business operations. The engagement with stakeholders and our due diligence

process helped identify the most critical topics for Stellantis, reflecting our impact on the environment and

society. In 2023, this assessment was expanded to examine sustainability impacts on people and the

environment (impact materiality), along with significant sustainability-related risks and opportunities affecting the

business (financial materiality).

Building on this materiality analysis, in 2024 Stellantis performed its Double Materiality Assessment (“DMA”).

Stellantis began with the sustainability topics outlined in ESRS 1 Appendix A, sustainability topics from earlier

assessments and topics derived from analyses of Stellantis’ business activities, value chain, peer company

reports, industry reports, and specialized studies and databases, such as those from the UN, ILO, and the World

Bank.

In 2025, Stellantis updated its DMA using a structured step-based approach to uphold the strategic alignment

and relevance of sustainability disclosures.

Stellantis DMA process

213

Analysis of the Stellantis Context

As an initial step in revising our DMA, we revisited the Company sustainability context in 2025, considering the

most recent facts and circumstances. The analysis included a review of action taken in 2025, in line with the

core business priorities identified by the new leadership team and changes to our business model over the value

chain. Refer to Stellantis Overview - Updates to Current Strategic Plan for further information on our strategy

reassessment. Additionally, the stakeholder landscape, and the external sustainability developments, such as

regulatory framework were included in our analysis. This contextual analysis served as the basis for identifying

relevant IROs and informed the subsequent phases of the DMA.

Identification of Impacts, Risks and Opportunities

As part of the 2025 update, building from previous years analysis, we reassessed the completeness of our 2024

list of IROs. This process involved mapping operational activities and value chain relationships to sustainability

matters. We referenced the ESRS 1 Appendix A list of topics and conducted a comprehensive analysis using our

internal data, peer company ESRS reports, LCA, rating agency assessments, and insights from our ERM process

to confirm its relevance and comprehensiveness. The identified IROs were further validated against insights

obtained through external stakeholder engagement.. We evaluated how impacts and dependencies on

environmental and social factors are connected to potential risks and opportunities. Dependencies, such as

reliance on critical resources, supply chain stability and stakeholder relationships – were assessed not only for

their potential to generate operational and financial risks (e.g., disruptions, cost increases, or revenue losses), but

also for the opportunities they may present, including improved resource efficiency, innovation and strategic

collaboration.

Assessment

We engaged subject matter experts from across the organization, including employees working on sustainability

topics at both corporate and regional levels, as well as professionals involved in regulatory compliance, internal

audit, and public affairs. Their expertise provided valuable input on the relevance, severity, and potential

financial implications of each IRO, supporting a balanced assessment of both impact and financial materiality.

The assessment was informed by a combination of internal data and operational insights, scientific literature and

reports, industry benchmarks and analysis, complemented by expertise and professional judgment of internal

subject matter experts. As par of the process, consideration was given to whether certain IROs applied

company-wide or only to specific regions or business activities.

Our assessment considers relevant risks and impacts, while also taking into account actions that have been fully

integrated into the Company’s operations and governance to prevent, reduce, or mitigate their effects, such as

pollution containment and waste treatment procedures. Further details on our assessment of IROs are reported in

each ESG topical section.

Impact Materiality

To assess the materiality of sustainability impacts we evaluated their severity using the following criteria:

• For negative impacts:

• Scale: the gravity of the impact (small/moderate/significant/very serious);

• Scope: the spread of the impact (limited/medium/widespread/global); and

214

• Remediation ability: the extent to which the impact could be remediated (easy to remedy or short-term/

remediable with efforts/difficult to remedy or long-term/non-remediable).

• For positive impacts, we applied the same scale and scope to assess their potential benefits

For potential impacts, in addition to severity, we considered likelihood of potential impact occurring over different

time horizons (short, medium or long term, or unlikely).

We prioritized potential negative impacts on human rights based on their relative severity, regardless of their

likelihood.

Financial Materiality

Alongside impact assessment, we evaluated the financial materiality of sustainability-related risks and

opportunities using qualitative thresholds, in alignment with our ERM process and internal risk assessment. The

assessment considered:

• Likelihood: the potential occurrence of financial effects over short-medium and long term

• Magnitude: the size of the potential or actual financial effect on cash flows, access to finance, or cost of capital

over the short, medium or long term.

Double Materiality Evaluation

The results from the impact and financial materiality assessment were captured and aggregated in alignment

with ESRS topics, sub-topics, and sub-sub-topics. This aggregation provided a consolidated overview of the

assessment scores, which formed the basis for the preliminary results. Consistent with our 2024 methodology,

we applied a defined threshold to the scores to prioritize and identify material topics for disclosures. Any topic

that meets or exceeds the threshold in either impact materiality, financial materiality, or both was deemed

material. The outcome of this process is presented in the chart Stellantis DMA outcome. The process,

methodology, and outcome of the DMA were reviewed and approved by the SRDC and C-Suite management

and presented to the Audit Committee.

As a result of our updated trajectory and strategic developments, the risk associated with the carbon neutrality

strategy previously identified for the Climate Change topic is no longer considered material in 2025. The impacts

on biodiversity losses from GHG emissions in upstream and downstream value chain, assessed considering the

updated sustainability trajectory, and land acidification effects, linked to upstream mineral extraction activities,

identified through the LCA study, have been considered material. Refer to Biodiversity and Ecosystems section,

in this statement for further information.

In addition, the whistleblower protection and corporate culture impacts previously assessed as negative were

reclassified as positive, reflecting updated data and a more mature assessment of the effectiveness of mitigation

measures and ethical practices, including whistleblower protections and corporate culture initiatives, with

positive effects on trust, transparency, stakeholder value, and sustainable performance.

We will continue to refine our DMA through periodic reviews and integration with ERM process, due diligence

process, expanded LCA studies, and ongoing stakeholder engagement. Our DMA will be further updated in

2026 to reflect the updated strategy which will be communicated at the Investor Day in May 2026.

In accordance with ESRS 1, Stellantis considered each material impact, risk or opportunity identified as the

basis for preparation of this Sustainability Statement.

215

Stellantis DMA outcome

Material Impacts, Risks and Opportunities

ESRS 2 SBM-3 IRO-2, BP-2

The tables below include a brief description of the material IROs as determined in the DMA, including whether

they represent a positive or negative impact, risk or opportunity, where in the value chain the IROs are found or

risks generated, and the relevant time horizons. More detailed information on IROs, how we responded or plan

to respond to those effects, and related policies, actions, target and metrics, are addressed under the ESG

topical sections of this statement. Risks identified through the DMA have also been analyzed as part of the

Company’s ERM process. Refer to Risk Management included elsewhere in this report and to Climate Change

Material Impacts, Risks and Opportunities in this statement for additional information about our risk analysis.

Refer to Note 3, Basis of preparation - Strategic plan undergoing reassessment within the Consolidated Financial

Statements included elsewhere in this report for information about current financial effects of Stellantis’ material

risks and to Note 2. Basis of preparation - Climate change within the Consolidated Financial Statement for

information about how climate change related assumption impacts the basis of preparation of our consolidated

financial statements.

216


		Value chain	Time horizon
E1 - Climate Change
GHG emissions GHG emissions generated by Stellantis own operations and value chain negatively contribute to climate change.	Actual negative impact	¢¢¢	uuu
Natural disasters and climatic events The occurrence of major incidents could affect our production process and sales causing damages and losses which could result in a material adverse consequence on our business, financial condition and results of operations, or impact on the working conditions of our employees.	Physical risk	£¢£	uuu
Natural disasters and climatic events in the supply chain Our key suppliers are 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 revenues.	Physical risk	¢¢£	uuu
Transition to electrification Transition to electrification includes the following risk factors: 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.	Transition risk	¢¢¢	uuu
E2 - Pollution
Pollution of air, water and soil Upstream and downstream activities may cause air, water, and soil pollution, affecting health and environment, with pollutants and tailpipe emissions.	Potential negative impact	¢£¢	uuu
Use of substances of very high concern Use of substances of very high concern in the upstream value chain may negatively impact environment and health.	Potential negative impact	¢££	wuu
Microplastic from tire abrasion Tire abrasion during vehicle use can release microplastics, potentially harming human health.	Potential negative impact	££¢	wuu
Compliance with legal and regulatory requirements Current and more stringent future or incremental environmental requirements such as for tailpipe pollutant emissions could have a significant effect on how we do business and may increase our cost of compliance, result in additional liabilities, and negatively affect our operations and results.	Risk	£¢¢	uuu
E3 - Water and Marine Resources
Water resource depletion The threat of water scarcity, particularly in high-stress areas, may negatively impact the environment.	Potential negative impact	¢¢£	uuu
Water scarcity in stressed areas Our production may be negatively impacted by a lack of water supply in water-stressed areas, which could have a material adverse consequence on our business, financial condition, and results of operations.	Risk	¢¢£	wuu
E4 - Biodiversity and Ecosystems
Land acidification Activities associated with the extraction of minerals required for battery production in our upstream value chain may contribute to land acidification and damage biodiversity and ecosystems.	Potential negative impact	¢££	wuu
GHG emissions in the value chain Our Scope 3 GHG emissions from upstream activities and downstream activities, directly contribute to climate change, which subsequently leads to damage biodiversity and ecosystems.	Actual negative impact	¢£¢	uuu

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

uww= Short term (1 year), wuw= Medium term (5 years), wwu= Long term (more than 5 years)

217


		Value chain	Time horizon
E5 - Resources Use and Circular Economy
Resources access Our business model demands the use of non-renewable materials in vehicle manufacturing, potentially causing environmental pressure.	Potential negative impact	¢££	wuu
Increased costs, disruption or shortage of raw materials Our dependency on a significant large number of different raw materials may cause shortages and may force us to pay higher prices or reduce or suspend production of the impacted vehicles.	Risk	¢¢£	wuu
Compliance with regulatory requirements Current and more stringent future or incremental environmental requirements have a significant effect on how we do business and may increase our cost of compliance, result in additional liabilities and negatively affect our operations and results.	Risk	¢¢£	uuu
S1 - Own Workforce
Secure employment The dynamic automotive industry in which we operate may require a change in the skills profile of our workforce and adaptation of production capacity, which may result in job losses.	Potential negative impact	£¢£	uuw
Non-discrimination Lack of equal treatment, discrimination and harassment may negatively impact our employees’ human rights.	Potential negative impact	£¢£	uuw
Gender equality and equal pay for work of equal value Salary discrimination may harm our employees’ human rights.	Potential negative impact	£¢£	uuw
Occupational health and safety We employ a number of people who are exposed to health and safety risks as a result of their employment. Working conditions can cause stress or discomfort, injuries or illnesses, which could negatively impact our workforce.	Potential negative impact	£¢£	uuu
Collective bargaining Deterioration of salary negotiations in countries where the Company operates and where labor laws are weak, which may negatively impact our collective bargaining efforts and have detrimental effects on our employees.	Potential negative impact	£¢£	uuu
Flexibility in working conditions Flexible work schedules and remote work options prevent stress, positively impacting our employees’ work-life balance.	Actual positive impact	£¢£	uuw
Social dialogue Co-constructive, trustworthy and responsible social dialogue representatives can jointly address the major current and emerging challenges and make economic contributions and improve social performance toward a sustainable future.	Actual positive impact	£¢£	uuu
Adequate wages Adequate wages risk may arise as a consequence of potential labor disruptions, including work stoppages, if collective bargaining agreements cannot be reached amid market‑driven and regulatory changes within the Company. Such disruptions could materially and adversely affect our operations and financial performance.	Risk	£¢£	uuw
Reputational and controversy risks We may be subject to work stoppages in the event that our labor unions and/or employee representatives are not able to sign collective bargaining agreements arising from market-let and regulatory transformation of the Company. Any such future work stoppages could have material adverse effect on our business and results.	Risk	£¢£	uuw
Employee engagement Boosting employee engagement through recognition programs and career development opportunities may reduce absenteeism and improve profitability.	Opportunity	£¢£	uww
Right skills and roles for innovation Placing the right skills within critical roles within our Company enables us to drive innovation resulting in improved operational performance.	Opportunity	£¢£	uuu

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

uww= Short term (1 year), wuw= Medium term (5 years), wwu= Long term (more than 5 years)

218


		Value chain	Time horizon
S2 - Workers in the Value Chain
Precarious working conditions Precarious working conditions and breach or violation of human rights due to employment of precarious workers (children, migrants, refugees) in the upstream value chain.	Potential negative impact	¢££	uuu
Occupational health and safety Exposure of workers in the value chain to occupational injuries and illnesses (including psychosocial risks).	Potential negative impact	¢££	uuu
Respect of human rights Violation of fundamental human rights related to working environment and status in the upstream value chain.	Potential negative impact	¢££	uuu
Training and skills development Stellantis promotes sustainable production practices by supporting business partners with a positive impact on environment and social aspects.	Actual positive impact	¢££	uuw
S3 - Affected Communities
Particular Rights of Indigenous Communities Certain value chain activities can result in violations of the rights of local and indigenous communities particularly in high-risk sectors such as resource extraction and mining operations.	Potential negative impact	¢¢£	uuu
S4 - Consumers and End-Users
Responsible management of personal information Breach of personal information may negatively affect our customers.	Potential negative impact	£¢¢	uuu
Vehicle safety Potential vehicle safety defects in our vehicles could cause injuries or potential fatalities to vehicle end-users and passengers, particularly vulnerable customers.	Potential negative impact	£¢¢	uuu
Quality and vehicle safety costs Product recalls and warranty obligations may result in direct costs, or loss of vehicle sales with a material adverse effect on our business.	Risk	¢¢£	uuu
Compliance and regulatory requirements Non-compliance with laws and regulations for privacy and vehicle safety could result in claims, lawsuits, and various contingencies, increasing costs or resulting in additional liabilities with a negative effect on our performance.	Risk	¢¢¢	uuu

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

uww= Short term (1 year), wuw= Medium term (5 years), wwu= Long term (more than 5 years)

219


		Value chain	Time horizon
G1 - Business Conduct
Whistleblower protection Effective whistleblower protection fosters a safe environment where stakeholders feel empowered to report concerns without fear of retaliation. This promotes ethical behavior, strengthens employee trust, enhances the organization’s credibility and ability to continuously improve, mitigates potential liabilities, and reinforces a strong ethical culture.	Potential positive impact	¢¢¢	wuw
Corporate culture By promoting ethical business conduct and fair competition, particularly in developing markets, the organization strengthens its reputation as a responsible market player, supports economic stability, and safeguards consumer interests.	Potential positive impact	£¢£	wwu
Corruption and bribery Political instability and degraded public services stemming from corruption and bribery, potentially disrupting business operations, reducing investor confidence, decreasing the ability of a state to protect and fulfil its human rights obligations.	Potential negative impact	¢¢¢	wuw
Engagement in lobbying activities Lobbying for fuel-based vehicles may harm society and the environment, hinder carbon reduction, and conflict with our electrification efforts.	Potential negative impact	£¢¢	wwu
Responsible practices in the value chain Promoting responsible practices by implementing stringent procurement requirements, leading to enhanced ethical standards and supplier accountability may have a long-term positive impact throughout the value chain.	Actual positive impact	¢¢¢	uuu
Compliance with laws and regulations, including corruption and bribery A failure to comply with laws and regulations relating to corruption and bribery, or other regulatory non-compliance, 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.	Risk	£¢£	uuu

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

uww= Short term (1 year), wuw= Medium term (5 years), wwu= Long term (more than 5 years)

The list of disclosure requirements complied with following the outcome of our DMA, information incorporated by

reference, the list of phased-in disclosures requirements (i.e., anticipated financial effects) and the list of entity-

specific metrics, is reported in Appendix I - Disclosure Requirements in ESRS Covered by our Sustainability

Statement. The list of data points derived from other EU legislation is reported in Appendix II - Datapoints that

Derive from Other EU Legislation.

220

Policies Adopted to Manage Material Sustainability Topics

ESRS 2 MDR-P

The following table provides an overview of the policies relating to our material sustainability topics. Further

explanation of these policies is included in the topical sections of this statement.

List of policies relating to material sustainability topics


Policy	Climate Change	Pollution	Water	Biodiversity and Ecosystems	Resource Use and Circular Economy	Own workforce	Workers in the Value Chain	Affected Communities	Consumers and end- users	Business Conduct
Code of Conduct⁽¹⁾	l	l	l	l	l	l	l	l	l	l
Stakeholder Engagement⁽¹⁾	l	l	l	l	l	l	l	l	l	l
GRPG⁽¹⁾	l	l	l	l			l	l		l
Environmental and Energy Policy (“EEP”)⁽¹⁾	l	l	l	l	l
Global Guidelines for Env. Compliance and Governance Processes⁽²⁾	l	l	l		l
Risk Management⁽²⁾	l
Business Continuity⁽²⁾	l
Integrity Helpline - Whistleblowing⁽¹⁾						l	l	l	l	l
Human Rights⁽¹⁾						l	l	l	l	l
Wellbeing Health and Safety (“WHS”)⁽²⁾		l				l
Diversity and Inclusion⁽²⁾						l
Free, Prior and Informed Consent⁽²⁾								l
Data Protection and relevant procedures⁽²⁾									l
Product Safety⁽²⁾									l
Quality⁽²⁾									l
Anti-Corruption⁽¹⁾										l
Conflicts of Interest⁽²⁾										l
Fraud Prevention⁽²⁾										l
Third-Party Due Diligence⁽²⁾										l
Global Supplier Payment Term⁽²⁾										l
Payments and Bank Accounts Management ⁽²⁾										l
Group Public Affairs Charter Procedure⁽¹⁾										l

⁽¹⁾Available to all stakeholders at Stellantis official website: https://www.stellantis.com/en/company/code-of-conduct-and-compliance

⁽²⁾ Available to all Stellantis employees only

221

ENVIRONMENTAL SUSTAINABILITY

EU Taxonomy

EU Taxonomy Regulation

In 2020, the European Commission published Regulation (EU) 2020/852 (the “EU Taxonomy Regulation”), a

classification system for all European-based companies to determine whether an activity can be considered

environmentally sustainable. On July 4, 2025, the European Commission published the Delegated Regulation

(EU) 2026/73 taken into consideration in the following EU Taxonomy assessment and which amends Delegated

Regulations (EU) 2021/2178, 2021/2139 and (EU) 2023/2486.

The EU Taxonomy Regulation aims to promote the allocation of capital towards sustainable activities and

projects, and thereby, support the transition to a low-carbon economy and meet the EU’s climate and energy

targets.

An economic activity is considered eligible if it is listed in the EU Taxonomy Regulation and can potentially

contribute to realizing at least one of six environmental objectives: climate change mitigation, climate change

adaptation, sustainable use and protection of water and marine resources, transition to a circular economy,

pollution prevention and control, protection and restoration of biodiversity and ecosystems.

The EU Taxonomy Regulation identifies Taxonomy-eligible activities, which are considered Taxonomy-aligned

when they meet certain technical screening criteria set in the regulation, do not cause significant harm to any of

the environmental objectives, and meet the minimum safeguard requirements.

In accordance with the EU Taxonomy Regulation, and with reference to the climate objective of climate change

mitigation, the Taxonomy-eligible activity for Stellantis is the activity 3.3 “Manufacture of low carbon technologies

for transport” (defined as “manufacturing, repair, maintenance, retrofitting, repurposing and upgrade of low

carbon transport vehicles”, as set out in Commission Delegated Regulation (EU) 2021/2139, the Climate Act).

Based on European Commission notice 2023/C 385/01, all vehicle manufacturing activities qualify as eligible

under this category.

In order to be considered Taxonomy-aligned, the technical screening criteria for activity 3.3 requires that light

duty vehicles and passenger cars emissions are lower than 50g CO2/km (or zero starting from January 1, 2026).

For heavy-duty vehicles not exceeding 7.5 tons, the technical screening criteria requires that emissions are zero.

Regulatory requirements for assessing emissions vary across jurisdictions, and one global standard does not

exist. As such, judgment is required to assess whether a vehicle is Taxonomy-aligned based on the emission

measurements used in the respective jurisdictions in which the vehicles are homologated. Where these criteria

are met, the activity is considered an “enabling activity” in accordance with Article 10, point (i), of the EU

Taxonomy Regulation.

Activity 3.3 covers 96 percent of Stellantis’ revenues. The remaining 4 percent relates to non‑eligible and non-

material activities. The Delegated Act 2026/73 allows activities generating less than 10 percent of total revenue

to be considered as non-material and, therefore, be excluded from eligibility and alignment assessment.

Stellantis has no material Taxonomy-eligible economic activities under the environmental objectives of climate

change adaptation, sustainable use and protection of water and marine resources, pollution prevention and

control, and protection or restoration of biodiversity and ecosystems.

222

Do No Significant Harm (“DNSH”)

The applicable DNSH criteria, set out in the EU Taxonomy Regulation, were assessed for economic activity 3.3

(Manufacture of low carbon technologies for transport), primarily at the level of the production sites where

vehicles meeting the screening criteria are manufactured.

The terminology used in the EU Taxonomy Regulation is subject to some uncertainty in interpretation as its

requirements are more stringent than certain legislations applied in regular business operation, particularly in

Europe. The DNSH criteria are fulfilled based on the assessment outlined below.

• Climate change adaptation: the EU Taxonomy requires a climate risk analysis to be conducted for

Taxonomy-relevant production sites associated with aligned activities, to identify potential physical climate-

related risk following the method set out in Appendix A (Annex I). Based on these analyses, Stellantis has

initiated the implementation of mitigation measures for industrial risk prevention, integrating loss prevention

and business resumption strategies.

• Preservation and protection of environmental, water and marine resources: compliance with the criteria is

ensured through established environmental management systems in accordance with the ISO 14001

international standard. This approach enables the identification of the material environmental aspects of each

site and the reduction of environmental impacts by implementing water-reduction measures. In addition,

Stellantis procedures and water-related standards for water drive continuous improvement in water

performance.

• Transition to a circular economy: the Company is aligned to EU Taxonomy requirements by embedding

circular economy principles into Stellantis’ business and consumption model, aiming to extend product

lifespans, reduce the use of natural resources and minimize waste. These principles cover the entire vehicle

lifecycle, from production to end-of-life, and include (i) the use of secondary raw materials, (ii) the offer of

remanufactured, repaired, reused parts and recycled aftersales products, and (iii) the recycling of parts and

vehicles. Stellantis applies eco-design to foster innovation, reduce material consumption and environmental

impact, and increase the use of green materials in the production of new vehicles. These activities are driven

both by environmental regulations and by commitment to increased recyclability, supporting more efficient

resource management and responsible end-of-life treatment for materials.

• Protection and restoration of biodiversity and ecosystems: Stellantis has implemented dedicated

measures to further minimize impacts in this area. At our manufacturing sites we design specific projects to

promote biodiversity, collaborating with external specialists to preserve local biodiversity. Our biodiversity

protection activities focused on conducting biodiversity inventories, raising awareness among employees, and

taking part in initiatives led by other stakeholders, such as communities surrounding our manufacturing

facilities, to help preserve natural habitats near our operations.

223

• Pollution prevention and control: the criteria set out in Appendix C of Annex I of the Climate Act are met, as

Stellantis has implemented monitoring processes to comply with all regulated substances. These processes

rely on International Material Data System (“IMDS”) data collected across the supply chain to support

manufacturing activities. While all substances currently in use comply with applicable regulations and are used

in controlled conditions, Stellantis has voluntarily approved and commenced implementing an internal program

(the “Program”) to meet the additional requirements of subsection (f) of Appendix C. The Program focuses on

screening, and potentially substituting over time, SVHC present in the production process or in the vehicle

composition in a concentration above 0.1 percent weight by weight (w/w). To assess possible substitution of

SVHC, alternative substances need to meet the characteristic outlined in the Commission FAQ document

published on November 29, 2024, which requires the alternative substances to be safer, available, technically

and economically feasible compared with the substances currently in use. The activities under this Program

are carried out in accordance with industry standards. However, as certain Taxonomy criteria are not fully

defined in every aspect, they may be subject to further legislative efforts or interpretation by the European

Commission. The Company continues to monitor these developments closely and assess whether full

alignment remains achievable, based on the current approved Program and in light of any potential near-term

technological improvements. Nevertheless, given the Company’s firm commitment to achieve Taxonomy

alignment, we consider that this Program complies with the requirements, based on our interpretation of the

legislative text.

Minimum Safeguards

Stellantis operates as a responsible business and meets the minimum safeguards criteria as defined in the EU

Taxonomy Regulation. These criteria were assessed with respect to events occurred in 2025 for the economic

activity 3.3 (Manufacture of low carbon technologies for transport). The assessment determined that the

Minimum Safeguard criteria are fulfilled, based on the evaluation outlined below.

The Company’s Code of Conduct endorses various declarations including the UN Declaration on Human Rights

and the ILO declaration on fundamental principles and rights at work. The Company has an established Human

Rights Committee with multidisciplinary membership, including representatives of Senior Management, which

cascades human rights objectives through a dedicated champions network (refer to Own Workforce section in

this statement for further information). The Company has not refused to engage with any OECD National Contact

Point and has not been requested to respond to any allegation by the Business and Human Rights Resource

Centre in 2025. For more examples on how these policies are translated into practice, refer to the section Own

Workforce - Actions and Resources to Prevent and Mitigate Human Rights Risks in this statement.

As reported in the section Business Conduct - Prevention and Detection of Corruption and Bribery elsewhere in

this statement the Company has an Anti-Corruption Policy and operate a due-diligence program designed to

detect potential corruption risk.

Stellantis’ Tax Policy is based on the principle that all material tax positions taken by the Company and its

subsidiaries must fully comply with applicable laws and regulations and be consistent with the principles guiding

the Company’s relationships with its key stakeholders and its overall business conduct.

224

Stellantis prohibits anti-competitive behavior in its Code of Conduct, as described in Corporate Governance -

Code of Conduct section, included elsewhere in this report. An Antitrust Policy has been issued for all the

employees. The Audit and Compliance Department includes regulatory compliance and the ethics and

compliance program within the scope of its annual audit plan. In evaluating compliance with the minimum

safeguards, we considered any identified instances of non-compliance with applicable regulations and

implemented remediation actions where appropriate. Based on this assessment, no indications were identified

that the minimum safeguards were not met.

Taxonomy KPIs

In accordance with the EU Taxonomy Regulation, the Company has assessed the financial KPIs related to its

Taxonomy-eligible activity 3.3 “Manufacture of low carbon technologies for transport”.

The EU Taxonomy Regulation requires companies to assess the proportion of Taxonomy-eligible and Taxonomy-

aligned KPIs relative to Turnover, CapEx and OpEx for the year ended December 31, 2025, in relation to the

climate objectives of climate change mitigation and the relevant technical screening criteria described above.

These KPIs must be consistent with the company’s applicable financial reporting standards.

For Stellantis, Turnover corresponds to the total Net revenues as reported in the Company’s Consolidated Income

Statement included elsewhere in this report. Stellantis’ Turnover from Taxonomy-eligible activities was 96 percent in

2025 (97 percent in 2024). This ratio is calculated by dividing the Net revenues generated by shipments of vehicles

and related spare parts and services divided by the total Net revenues as reported in the Company’s Consolidated

Income Statement included elsewhere in this report. Stellantis considers 7 percent of its 2025 Turnover to be

Taxonomy-aligned, as the activities generating this portion of revenues meet the performance criteria outlined above.

This is in line with the 7 percent reported for 2024.

For Stellantis, CapEx consist of (i) additions to intangible assets as reported in Note 10. to the Consolidated

Financial Statements, (ii) additions to Property, plant and equipment as reported in Note 11. to the Consolidated

Financial Statements, less:(iii) additions to Assets subject to operating leases, (iv) capitalized borrowing costs (v)

additions to tangible and intangible assets resulting from business combinations, as reported in the Notes 10.,

Note 11. and Note 2. to the Consolidated Financial Statement. For activity 3.3 Taxonomy-aligned CapEx includes

investments in zero emission vehicles, platforms and propulsion systems, including BEV, as well as investments

on PHEV where vehicle emissions are expected to be below 50g CO2/km. In some cases, investments are made

in vehicles and platforms with multiple propulsion systems, including zero-emission, internal combustion and

hybrid applications. For these investments, only a portion considered Taxonomy-aligned, based on volumes of

zero-emission vehicles and PHEVs with emission below 50g CO2/km. The data related to these specific projects

are internally available only for CapEx paid in the year. Therefore, the absolute amount of Taxonomy-aligned

CapEx is calculated assuming the same proportion of aligned CapEx paid in the year to total Stellantis CapEx

paid, applied to Stellantis CapEx as defined above. Stellantis’ CapEx from Taxonomy-eligible activities was 99

percent in 2025 (90 percent for 2024). The KPI for Taxonomy-aligned CapEx was 28 percent in 2025, compared to

36 percent in 2024, with the decline mainly reflecting the completion of several EV‑related programs that were not

repeated this year. The Taxonomy-aligned CapEx KPI only considers CapEx investments for 2025 as defined

above and therefore does not fully reflect current and future spending on electrification.

225

Taking into account the guidance from EU Taxonomy Delegated Act Annexes, OpEx corresponds to research

and development expenditures expensed excluding amortization of capitalized development expenditures (as

reported in Note 5. Research and development costs within the Consolidated Financial Statements, included

elsewhere in this report) and expenses related to short-term leases (as reported in Note 8. Other information by

nature). The OpEx KPI and absolute amount are calculated by applying the same proportion of the capitalized

development expenditures included in Taxonomy-aligned CapEx to Stellantis OpEx, as defined above. Stellantis

OpEx are 96 percent Taxonomy eligible (91 percent for 2024), and 29 percent Taxonomy-aligned in 2025,

compared to 44 percent in 2024, with the decline primarily driven by the completion of several EV‑related

programs that were not repeated this year.

For Turnover, CapEx and OpEx allocations, we have identified the relevant measures and the primary related

economic activity in the Climate Delegated Act, and ensured that no Turnover, CapEx or OpEx amounts were

double counted.

The definitions currently available in the EU Taxonomy Regulation and Climate Act are broadly formulated,

requiring companies to interpret how to apply these regulations to their business activities when assessing

Taxonomy eligibility and alignment. In this context, we have applied judgments, interpretations and assumptions

based on currently available information. The language used in the EU Taxonomy Regulation and Climate Act,

including the existing definitions, may be clarified and/or amended through future regulations or guidance which

may impact our future reporting.

Taxonomy summary KPIs

2025

Taxonomy

KPIs

Group

Total

Eligible

KPI in %

Taxonomy

Aligned

KPI in €M

Taxonomy

Aligned

KPI in %

Environmental objective for

Taxonomy Aligned activities (1)

% of

Enabling

Activity

Transition

al Activity

% of Activities

considered as

Not Material

Aligned

Activities in

2024 in € M

Aligned

Activities in

2024 in %

CCM

CCA

WTR

PPC

BIO

KPI

Revenues

153,508

96%

10,090

n.a.

100%

11,379

CapEx

8,555

99%

2,395

28%

n.a.

100%

4,341

36%

OpEx

2,955

96%

857

29%

n.a.

100%

1,400

44%

Taxonomy eligible and aligned revenues for Stellantis

2025 Revenues

Code

Eligible

KPI in %

Taxonomy

aligned

KPI in €M

Taxonomy

aligned

KPI in %

Environmental objective for

Taxonomy aligned activities (1)

Enabling

activity (E)

Transitional

activity (T)

Taxonomy aligned

portion in % of

eligible activities

CCM

CCA

WTR

PPC

BIO

Activity

Vehicle manufacturing

(manufacture of low carbon

technologies for transport)

3.3

96%

10,090

n.a.

Sum of alignment per objective

n.a.

Total aligned KPI

96%

10,090

n.a.

226

Taxonomy eligible and aligned CapEx for Stellantis

2025 CapEx

Code

Eligible

KPI in %

Taxonomy

aligned

KPI in €M

Taxonomy

aligned

KPI in %

Environmental objective for

Taxonomy aligned activities (1)

Enabling

activity (E)

Transitional

activity (T)

Taxonomy aligned

portion in % of

eligible activities

CCM

CCA

WTR

PPC

BIO

Activity

Vehicle manufacturing

(manufacture of low carbon

technologies for transport)

3.3

99%

2,395

28%

n.a.

28%

Sum of alignment per

objective

28%

n.a.

Total aligned KPI

2,395

28%

n.a.

28%

Taxonomy eligible and aligned OpEx for Stellantis

2025 OpEx

Code

Eligible

KPI in %

Taxonomy

aligned KPI

in €M

Taxonomy

aligned KPI

in %

Environmental objective for

Taxonomy aligned activities (1)

Enabling

activity

(E)

Transition

al activity

(T)

Taxonomy aligned

portion in % of

eligible activities

CCM

CCA

WTR

PPC

BIO

Activity

Vehicle manufacturing

(manufacture of low carbon

technologies for transport)

3.3

96%

857

29%

n.a.

30%

Sum of alignment per objective

29%

n.a.

Total aligned KPI

96%

857

29%

n.a.

30%

⁽¹⁾ Climate Change Mitigation (“CMM”)

Climate Change Adaptation (“CCA”)

Water and Marine Resources (“WTR”)

Circular Economy (“CE”)

Pollution Prevention and Control (“PPC”)

Biodiversity and Ecosystems (“BIO”)

Not Eligible (“N/EL”)

Eligible/Aligned Revenues/CapEx/OpEx by criteria

Not applicable (n.a.)

Climate Change

Stellantis is committed to reducing its climate change impacts and to achieving carbon neutrality.

Governance

For disclosure requirements related to ESRS 2 GOV-3 - Integration of sustainability-related performance in

incentive schemes, refer to Remuneration Report included elsewhere in this report.

Transition Plan for Climate Change Mitigation

E1-1

As explained in Updates to Current Strategic Plan and in Updated Sustainability Trajectory, Stellantis is currently

reassessing its strategic plan, with a comprehensive update on its long-term vision set to be unveiled during the

Investor Day on May 21, 2026. As part of this ongoing process, the Company is refining the strategic

foundations that are expected to guide its operational and sustainability priorities in the years ahead, with the

following elements to be confirmed upon release of the revised strategic plan.

227

Stellantis adapts its business model and new technology launches to meet its climate-related objectives while

working to satisfy consumer expectations. The Stellantis roadmap relies on three main decarbonization levers:

low-carbon product portfolio, sustainable supply chain and efficiency of own operations. Accomplishing these

objectives is dependent on the progress made in the environment in which we operate (for example, the pace of

electrification adoption, which can be impacted by public policies, the rollout of charging infrastructure and

access to decarbonized electricity).

As part of its climate transition plan, the Company intends to increase the share of activities meeting the EU

Taxonomy technical screening criteria under Commission Delegated Regulation (EU) 2021/2139.

The Carbon Net Zero Targets also apply to Stellantis’ locked-in emissions, which are mainly generated by ICE

vehicles sold. These vehicles have an expected life of 15 years and varying expected mileage depending on

geography and vehicle category. Stellantis accounts for the 15 years of vehicle locked-in emissions in the year

the vehicles are sold (GHG protocol Scope 3, Category 11). For details and the progress towards reaching the

targets, refer to Targets Related to Climate Change Mitigation and Adaptation.

Stellantis does not invest significant CapEx in coal, oil and gas-related economic activities and is not excluded

from the EU Paris-aligned benchmarks in accordance with the exclusion criteria stated in Articles 12.1 (d) to (g)

and 12.2 of Commission Delegated Regulation (EU) 2020/1818 (the “Climate Benchmark Standards

Regulation”).

For further information on integrating the transition plan into our business strategy, including details on the Board

of Directors and the ESG Committee, refer to Corporate Governance included elsewhere in this report. For

further information on amounts of CapEx and OpEx required to implement the actions taken or planned refer to

Actions and Resources in Relation to Climate Change Policies included elsewhere in this statement.

Climate Change Material Impacts, Risks and Opportunities

ESRS 2 SBM-3, ESRS 2 IRO-1

The Stellantis process for identifying and assessing climate-related IROs focuses on GHG emissions through a

corporate carbon footprint evaluation as described in Double Materiality Assessment. This evaluation

encompasses emissions from our value chain, including resource extraction, as well as those from our own

operations and products sold, contributing significantly to climate change and our locked-in emissions. As a

result, the Company’s current GHG emissions profile directly influences its exposure to transition risks, such as

market competition in electrified vehicles, increasing production costs and regulatory penalties. At the same

time, physical risks, like extreme weather events affecting plants and supply chain, are also driven by climate

change, to which Stellantis contributes through its GHG emissions.

The material IROs resulting from our DMA are summarized in the table below.

Climate change - material IROs


Material Impacts, Risks and Opportunities		Value Chain
GHG emissions	Actual negative impact	¢¢¢
Natural disasters and climatic events	Physical risk	£¢£
Natural disasters and climatic events in the supply chain	Physical risk	¢¢£
Transition to electrification	Transition risk	¢¢¢

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

228

Refer to General Information - Material Impacts, Risks and Opportunities in this statement for additional

information.

Stellantis adopts a comprehensive approach to assessing and managing climate-related transition and physical

risks, ensuring both alignment with regulatory frameworks and long-term resilience of its strategy and business

model. Our resilience analysis is structured around two core components:

• Assessment and management of transition risks, which includes regulatory risks, litigation risk, technology

risks, and market risks; and

• Evaluation of physical risks, encompassing both acute and chronic climate-related hazards, such as extreme

weather events and temperature shifts, which may affect our manufacturing plants, logistics network and

supply chain operations.

This analysis supports strategic decision making and strengthens Stellantis’ ability to remain competitive and

climate-resilient across a range of plausible future scenarios.

Transition Risks

ESRS 2 IRO-1

As part of the resilience analysis of transition risks, climate scenarios are identified into the sub-risk mapping

process, and an EML is calculated to estimate the potential financial impact should these risks materialize. This

evaluation also supports the definition of the Company’s risk appetite. For further details, refer to Risk

Management section included elsewhere in this report.

Planning, marketing intelligence and product division teams create scenarios based on regulatory changes,

market trends, customer expectations and local energy sources. These scenarios incorporate a range of climate

pathways, including Bloomberg NEF’s Economic Transitions Scenario and the International Energy Agency’s Net

Zero Emissions 1.5°C Paris-Agreement aligned scenario. They are regularly updated to maintain relevance and

support the identification of transition risks and opportunities across short-, medium-, and long-term time

horizons. This process helps align our product and technology offerings, with the goal of reducing the climate

impact of road transport. Through scenario analysis, we assess how transition events may affect our assets

(factories, supply chains, and products) and business activities (operations, strategies, potential cost of

compliance). Evaluations are based on likelihood, magnitude and duration of potential impacts, enabling us to

mitigate significant risks, seize emerging opportunities, and inform decision-making. For more information on

how these regulatory and climate scenarios impact the preparation of our consolidated financial statements,

refer to Note 2. Basis of preparation - Climate change within the Consolidated Financial Statements included

elsewhere in this report.

Regulatory developments and market shifts are expected to continue over the next decade, with a high

likelihood of significantly impacting operations, potentially resulting in increased costs and supply chain

disruptions. The effects are anticipated to be long term in nature, requiring continuous adaptations as climate

policies and customers’ expectations evolve.

In this context, Stellantis has identified specific assets and business activities that require substantial additional

efforts to align with the transition to a climate neutral economy:

• Real estate: Stellantis manages its real estate assets with the goal of reducing their carbon footprint and

improving their resilience to physical risks;

229

• Vehicle GHG emissions: Stellantis is focused on reducing the Well-to-Wheel CO2-eq emissions of its vehicles,

including through its electrification roadmap, BEV efficiency improvement, and improvements in the fuel

consumption and vehicle emissions of ICE vehicles (Scope 3 category 11 - Use of sold products);

• Batteries: Although producing BEVs generates higher upstream emissions than ICE vehicles—mainly due to

battery manufacturing—these are more than compensated by lower Well-to-Wheel CO₂ emissions during the

vehicle’s use phase. To further reduce BEV lifecycle emissions, Stellantis is working to lower the environmental

impact of battery production by incorporating sustainable materials, increasing recyclability, and boosting the

use of recycled content (refer to Actions and Resources in Relation to Climate Change Policies for additional

information).

Physical Risks

ESRS 2 IRO-1

The assessment of physical climate-related risks includes both acute hazards—such as floods or wildfires—and

chronic risks, such as rising temperatures. In 2025, Stellantis completed a physical risk assessment with the

support of AXA Climate. This assessment evaluated climate-related risks for a base year (2021), and projected

impacts for 2030 and 2050, using two different shared socio-economic pathways (“SSPs”) and representative

concentration pathways (“RCPs”) reference scenarios from the Intergovernmental Panel on Climate Change

(“IPCC”): SSP2 - RCP 4.5 (“middle of the road” scenario), and SSP5 - RCP 8.5 (“fossil-fueled development”

scenario).

These scenarios cover a spectrum of climate outcomes—from moderate to severe—allowing Stellantis to assess

different adaptation and mitigation requirements across various time horizons. This methodology integrates

geospatial data to assess exposure across both Stellantis’ industrial sites and strategic supplier locations. By

applying probability-based methods and collaborating with experts in this field, Stellantis aims to reduce

uncertainties in its resilience analysis.

In 2025, the physical risk assessment covered 100 percent of Stellantis industrial sites and more than 500

strategic supplier sites (up from 20 in 2024). Physical risk in our own operations is categorized as low, medium,

high, and very high, and each assessed site is assigned an EML value, which includes estimates for property

damage and business impact. As of December 31, 2025, 32 percent of assessed sites were above the EML

internal risk appetite threshold. The most impactful hazards identified were wind, floods and wildfires.

Based on these analyses, Stellantis plans to review its industrial risk mitigation strategies. These include:

• Implementing loss prevention measures and business resumption strategies to foster a risk prevention culture;

• Limiting and controlling high-risk situations through targeted mitigation plans;

• Managing emergency and crisis response via business continuity plans; and

• Prioritizing investments to adapt existing assets.

Where potential disruptions are identified, the Company also plans to collaborate with strategic suppliers to co-

develop mitigation plans.

230

Policies Related to Climate Change

ESRS 2 MDR-P, E1-2

Stellantis is committed to complying with applicable vehicle GHG regulations (refer to Stellantis’ Code of

Conduct), evidenced by its expanding LEV lineup. This commitment is further reinforced by the Carbon Net Zero

Targets (refer to Updated Sustainability Trajectory in this statement for additional information).

Policies Addressing Sustainability Matters of Climate Change Mitigation, Adaptation, Energy Efficiency and

Renewable Energy Deployment

Stellantis Top Management is accountable for the implementation of the Stellantis Environmental and Energy

Policy (“EEP”), which is available to all stakeholders, and prescribes how the Company protects the environment,

provides guidance for its operations and employees and includes commitments required by ISO standards for

environmental and energy management systems. Stellantis is also focused on implementing initiatives that

reduce energy consumption, GHG emissions and other pollutants. Such initiatives include using alternative and

renewable energy sources and designing manufacturing processes for improvements in energy performance.

In addition, Stellantis’ Global Responsible Purchasing Guideline s require significant suppliers to contribute to Stellantis’

carbon footprint reduction (refer to Global Responsible Purchasing Guidelines in this statement for additional information).

Policies Addressing Sustainability Matters of Climate Change Adaptation

Stellantis has two policies addressing climate change adaptation: the Business Continuity Policy and the Risk

Management Policy. Both policies are integral parts of Stellantis Risk Management and Insurance processes,

and have been approved and implemented by relevant Heads of Function. The Business Continuity Policy

applies to all Stellantis employees. Its purpose is to follow a global business continuity process to:

• Proactively identify risks to business operations and implement processes to eliminate or mitigate the negative

impacts of these identified risks;

• Provide a rapid response and recovery in the event of business interruptions to minimize the negative effects

on our ability to conduct business; and

• Maximize protection of employees, assets, and the environment by implementing prudent preventive

measures and response processes.

The Risk Management Policy’s objective is to provide a consistent level of loss prevention and insurance

protection for all Stellantis companies. This policy establishes a governance for risk management process and

covers principles of loss prevention and insurance. Stellantis manages its risks of loss to physical assets, human

capital, and its exposures to third-party liabilities, aiming to minimize the cost of such risks. These risks include

external threats such as natural events and hazardous or malicious acts, which can result in damage to assets

and interruption to business operations.

Actions and Resources in Relation to Climate Change Policies

ESRS 2 MDR-A, E1-1, E1-3

Stellantis has initiated several key actions to prevent, mitigate, and remediate the impacts of climate change,

while managing climate-related risks and opportunities (refer to Climate Change Material Impacts, Risks and

Opportunities included in this statement for additional information). These efforts support the achievement of the

Company's policy objectives and its GHG emissions reduction targets. The key climate change mitigation

actions are related to our defined decarbonization levers: (i) low-carbon product portfolio; (ii) sustainable supply

chain; and (iii) efficiency of own operations.

231

Low-Carbon Product Portfolio

The low-carbon product portfolio is the most impactful decarbonization lever in working towards the Carbon Net

Zero Targets. Key actions described below include BEV, PHEV and REEV deployment; MHEV and HEV

deployment; vehicle efficiency; and compatibility with alternative fuels.

BEV, PHEV and REEV Deployment

Stellantis is developing BEVs, PHEVs and REEVs. In 2025, Stellantis commenced retail sales of 9 BEVs (10 BEVs

in 2024).

• Multi-energy platforms - Stellantis’ LEV products worldwide are based on global platforms with multi-energy

flexibility for passenger cars and light-duty trucks. These platforms allow Stellantis to adapt to the pace of

electrification, customer demand, and regulatory evolutions and enable high modularity with parts and

technological commonality. Relying on platforms using common modules such as powertrains or electronic

components helps the Company to realize volume-scale effect intended to improve cost competitiveness (refer

to Strategic plan undergoing reassessment included elsewhere in this report for more information on our 2025

business reset);

• Charging - As mainstream EV adoption increases globally, charging has become a crucial part of the user

experience, and our customers need us to be more than just a mobility provider. With this in mind, in July 2023

Stellantis launched Free2move Charge to address the needs of European customers. The network is extensive

and continues to expand, covering 26 European countries with over one million charging points, including

more than 200,000 fast-charging stations. To facilitate home charging, eProWallbox charging stations offer

solar-powered charging with two modes, either combining solar and grid electricity, or prioritizing solar

electricity. This aims to lower both utility bills and the environmental impacts from residential EV charging. For

its corporate fleet in France, Stellantis relies on Free2move Charge Business to implement workplace and

home charging. In the United States, since July 2023 Stellantis has worked with eight leading automakers to

develop IONNA, a nationwide public EV charging network. As of December 2025, the network features 85 fast-

charging locations, with plans for significant expansion to support seamless long-distance electric travel

across the country.

MHEV and HEV Deployment

Hybrid and mild-hybrid technologies recover energy generated during deceleration and reuse it, thereby

reducing fuel consumption and CO2 emission by up to 15 percent compared to a pure ICE vehicle. MHEV

technologies are already available on many Stellantis brands, for certain models, and are being expanded to

further models. In Q4 2025, Stellantis introduced a new 1.6-liter turbocharged 4-cylinder HEV propulsion system

on the 2026 model year Jeep Cherokee. In the coming years, Stellantis plans to expand its HEV lineup across

North America, Europe, and South America.

Vehicle Efficiency

Stellantis focuses on reducing energy consumption by optimizing weight, aerodynamics, rolling resistance,

architecture, materials, and power management.

• Weight Reduction: where feasible and cost-effective, lightweight materials such as aluminum, composites, and

thermoplastics replace steel to reduce vehicle mass. For example, the current DS n°8 uses aluminum doors and

hood, a composite tailgate, and platform architecture optimizations to achieve significant weight savings.

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• Aerodynamics, Rolling Resistance & Power Consumption: Efficiency improvements come from advanced

platform design and technical features, including:

• Active air flaps and underbody deflectors for better airflow.

• Integrated aerodynamic and lighting solutions. Examples from the current DS n°8 include:

◦ A rear diffuser, spoiler, and taillights that reduce drag by balancing wake flow.

◦ An optimized front bumper for minimal drag without compromising design.

◦ Headlight design that channels airflow around front wheels.

◦ High-performance Class A tires paired with efficient rims.

• Energy Management Strategies:

• New control strategies enhance efficiency:

◦ Torque limitation and converter lock-up to minimize losses.

◦ For HEV & PHEVs, predictive algorithms (e.g., Intersystem strategy) manage torque flow between the

internal combustion engine and electric motor via the Vehicle Control Unit, selecting the most efficient

mode based on driving conditions.

Compatibility with Alternative Fuels

Alternative renewable fuels are another key component of Stellantis’ strategy to achieve significant reductions in

fleet GHG emission based on a full life cycle analysis. In close collaboration with leading renewable fuel

producers, Stellantis works to confirm that alternative fuels meet the required quality necessary for engine and

vehicle performance including emission control and durability. Ethanol is an alternative renewable fuel from

biological origin used in flex-fuel vehicles (“FFV”) in South America. Stellantis develops and produces FFV,

which runs on gasoline/ethanol blends in variable proportions. In 2025, more than 685 thousand Stellantis FFV

were registered in South America, representing around 69 percent of vehicles sold by Stellantis in that region.

Stellantis also evaluates the potential increase in the use of bio component content, including ethanol and drop-

in fuel solutions such as hydrotreated vegetable oil (“HVO”) in order to have vehicles that are compatible with

future standards in various regions. All new diesel vehicles sold by Stellantis in Europe can run on HVO

complying with the European Standard EN 15940.

Sustainable Supply Chain

Improving the environmental performance of the supply chain is another decarbonization lever to achieve the

Carbon Net Zero Targets.

Supplier Sustainability

Suppliers are also part of Stellantis’ approach reducing CO2 emissions, focusing on emissions generated from

the production of goods and services purchased by Stellantis. The Company has developed research and

innovation recommendations for suppliers within the GRPG to encourage the development of products with a

lower environmental impact. Our strategy to reduce GHG emissions in the entire supply chain consists of:

• Selecting suppliers who formally commit to our GRPG, which require the implementation of an environmental

management system certified by internation standards such as the ISO 14001 certification;

³ Key suppliers are those which contribute with strategic products for our strategic plan, as well as the major suppliers determined by APV

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• When applicable, for new sourcing decisions, prioritize suppliers that incorporate bio-sourced or recycled

materials in the products developed for Stellantis (refer to Resource Use and Circular Economy in this

statement for additional information);

• Requesting Stellantis suppliers with major APV to share their carbon net zero roadmap, to work on an emission

reduction plan compliant with the Paris Agreement, and to participate in the Carbon Disclosure Project (“CDP”)

reporting. In 2025, the share of APV from key suppliers 3 with CO2 reduction targets compliant with the Paris

Agreement was above 90 percent; and

• Including GHG emissions performance as a criterion in the business award process for the highest carbon

footprint components across most new vehicle projects. A list of prioritized components and materials

representing the majority of the carbon footprint of a vehicle’s supply chain emissions are specifically tracked

and followed by Engineering and Purchasing teams to optimize the carbon footprint performance of our supply

chain.

Reducing CO2 emissions from steel is a key lever in reducing upstream Scope 3 GHG emissions. Steel,

identified as a major contributor to these upstream emissions, is among the prioritized components and

materials specifically tracked for carbon footprint performance.

Batteries and Electric Drive Modules

Minimizing the environmental impact of battery production is a core focus of our decarbonization efforts. By advancing

battery technology, sourcing sustainable raw materials, leveraging gigafactory partnerships, and promoting battery

recycling, we aim to maximize the long-term energy savings and emission reductions offered by EVs.

• Battery technology innovation: Beginning in 2024, Stellantis bases its electrification strategy on two battery

technologies to offer a wider range of vehicles and adapt to consumer needs and affordability constraints.

These technologies are expected to enable energy density gains and therefore reduce the environmental

footprint of the batteries. This dual chemistry strategy relies on:

• A nickel-free and cobalt-free battery, including LFP chemistry, designed to enable an energy density

between 400 and 500 Wh/L at cell level; and

• A nickel-based battery featuring a higher energy density, between 600 and 700 Wh/L at cell level.

Stellantis is exploring further battery technologies to meet the diverse needs of its broad customer base in terms

of range and cost. These initiatives include working with the French Alternative Energies and Atomic Energy

Commission, Factorial Energy, Tiamat and Zeta Energy Corp. In addition, Stellantis—in partnership with Saft and

academic labs including the Centre National de la Recherche Scientifique (“CNRS”, the French National

Research Center) and Paris-Saclay University—is developing the Intelligent Battery Integrated System (“IBIS”)

concept, which embeds the charger and inverter into the battery pack, enabling it to deliver alternating current

(“AC”) power via low voltage, reducing global battery-electric vehicle cost and improving repairability.

• Raw materials for batteries and Electric Drive Modules (“EDM”): Stellantis has partnerships to secure a stable

supply of key materials for its electrified future, aiming at selecting sustainable and responsible processes,

partners and suppliers. To reflect market needs and evolving local regulation, in 2025 Stellantis renegotiated

some of its raw material contracts (refer to Overview of Our Business - Supply of Raw Materials, Parts and

Components included elsewhere in this report for additional information).

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• Gigafactories: Stellantis intends to secure its battery cell needs by 2030 through supply contracts and joint

ventures in Europe and North America, according to market needs and local regulations. Refer to Note 27.

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

included elsewhere in this report for additional information on our commitments toward ACC and StarPlus

Energy. In 2024 and 2025, the following updates and new developments occurred:

• In Europe, the ACC joint venture with Mercedes-Benz AG and TotalEnergies/Saft, created to produce

batteries for high-performance vehicles, is operational in Billy-Berclau Douvrin (France). As of the date of this

report, production ramp-up is expected by Q3 2026, and the timing to extend chemistry portfolio remains

under assessment;

• In North America, the first StarPlus Energy (joint venture between Stellantis and Samsung SDI) gigafactory,

located in Kokomo, Indiana (U.S.) started production at the end of 2024;

• In July 2025, Stellantis and CATL finalized an agreement to establish a large-scale European LFP battery

manufacturing plant in Zaragoza (Spain) with a capacity of up to 50 GWh. Ramp up of this gigafactory will

be done according to EU BEV market dynamics and EU local content regulation.

• Battery recycling: Given the importance of the battery in an electric vehicle’s environmental footprint, Stellantis

is developing a global circular-economy model for high-voltage batteries from hybrid and electric vehicles.

This model includes repair, remanufacturing either in-house or with supplier partnerships, a reuse strategy with

second-life projects and recycling, to secure access to secondary raw materials. For more details refer to

Resource Outflows Metrics in this statement.

Logistics

Our logistics operations are handled by a variety of external operators, depending on the origin and destination

of the goods. Stellantis adopted internal logistics guidelines that provide direction on how to reduce its logistics

carbon footprint, including methodologies to reduce the impact of freight and vehicle movement. Stellantis'

logistics approach focuses on the optimization of logistics flows regarding network, mode and capacity, to

improve performance and minimize impacts on the environment by exploring and prioritizing alternatives to road

transport and by requesting suppliers to follow the Stellantis guidelines and prioritize reusable containers and

recyclable raw materials.

Efficiency of Own Operations

This decarbonization lever focuses on the energy and climate-related aspects of Stellantis’ manufacturing

facilities, offices, warehouses, retail operations, research and development sites, and other stationary and

mobile operations owned by the Company. The Manufacturing department is committed to the Stellantis

Environmental and Energy Policy. To achieve these targets, Stellantis employs a strategy with several

interconnected workstreams. For instance, the shift from gray to green electricity emphasizes energy reduction

to prevent oversizing new installed capacities. The following phases overlap:

• Short term: Focus on optimizing energy management across all plants and implementing energy-efficient

consumption;

• Medium term: Efforts will continue to include optimization of non-manufacturing sites, improving the industrial

footprint, and increasing the use and production of renewable energy; and

• Long term: Leverage technical innovations such as electrification and biomethane.

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This strategy is founded on two key actions: energy efficiency and energy transformation. Both pillars are

financed through our own CapEx and third-party contracts, such as power purchase agreements (“PPAs”),

energy performance contracts, and energy supply contracts.

Energy Efficiency

To enhance energy efficiency across operations, Stellantis implemented several advanced technologies and

processes to reduce energy consumption. The implementation of the 4-wet car painting process, which uses

fewer ovens, significantly reducing energy consumption during production. Additional measures include site

compaction, heat recovery systems, the optimization of ovens, chillers and set points, the installation of high-

efficiency motors, variable speed drives and efficient heating, ventilation and air conditioning (“HVAC”) systems,

the deployment of efficient compressors and LED retrofitting.

Stellantis continues to optimize its non-manufacturing sites specifically by reducing the overall square footage of

its asset portfolio and developing grEEn-campus locations at historic sites focused on automotive design, R&D,

and tertiary functions.

Energy Transformation

Stellantis adopts a variety of advanced technologies to reduce its reliance on fossil fuels in its own operations

and has activated a Green Energy Supply strategy and toolkit based on green technologies (photovoltaic, wind,

battery storage, heat pump, biomethane/biogas, biomass and geothermal). Stellantis works to find the most

sustainable production processes, while also taking into consideration different starting points and local

circumstances to identify and implement sustainable energy solutions.

Impact by Decarbonization Lever

The graph below illustrates the relationship between the identified decarbonization levers and key actions and

our absolute emissions reduction target for 2030 across all Scopes, showing the expected GHG emission

reductions per decarbonization lever.

⁴ The Carbon Net Zero Targets are conditioned by key external enablers: decarbonized energy and grid infrastructure, and conducive

public policies for BEV (charging infrastructure, purchasing incentives) impacting our Scope 3 emissions. Recent changes in GHG

regulations, particularly in the European Union and in the United States, are likely to have an impact on BEV market dynamics.

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Stellantis absolute GHG emissions reduction roadmap, 2021-2030 4

AR_Stellantis Absolute GHG Reduction Roadmap 2021-2030_26-02-12_v2.jpg

For information on the achieved GHG emission reductions by decarbonization levers, refer to Gross Scopes 1, 2,

3 and Total GHG Emissions. Own operations correspond to Scope 1 and 2 GHG emissions; Supply chain refers

to Scope 3, GHG Category 1 (Purchased Goods and Services) and GHG Category 4 (Upstream Transportation

and Distribution); and Products refers to Scope 3, GHG Category 11 (Use of Sold Products).

The implementation of actions for climate change mitigation depends on the availability and allocation of

resources such as funding, technology, and human capital which are critical to carry out these initiatives.

Without adequate resources, the ability to adopt and scale the actions described above can be limited, delaying

progress toward the Carbon Net Zero Targets. Therefore, effective resource planning and prioritization are

essential.

Significant monetary amounts of CapEx to implement the actions by decarbonization lever


Investment (CapEx) in € billion	2025	2024	2021-2025
Efficiency of own operations	< 0.1	0.1	0.9
Sustainable supply chain	0.2	1.2	2.6
Low-carbon product portfolio	2.5	4.4	15.3

The table above reflects the CapEx invested for the year ended December 31, 2025, as well as investments

made since the Company’s 2021 base year. As the transition plan is strictly connected with our strategy, which

is currently under review and expected to be released on May 21, 2026, the details about future investments

allocated to our transition plan for climate change are not yet available as of the date of this statement.

237

The 2025 and 2024 amounts for “Low-carbon product portfolio” are coherent with the EU Taxonomy section of

this statement, where we disclose the CapEx for eligible activity 3.3 (Manufacture of low-carbon technologies for

transport) which is aligned with the technical screening criteria requiring emissions below 50g CO2/km for light

duty vehicles and passenger cars. Investments in charging infrastructure and electric powertrains explain the

difference between the value in the EU Taxonomy section and the value in the low-carbon product portfolio

shown in the table above. Within the “Sustainable supply chain” line, we included equity investments equal to

€0.2 billion in 2025 (JVs, circular economy, logistics).

For further information, refer to Note 3, Scope of consolidation, Note 5, Research and development costs, Note

10, Other intangible assets, and Note 12, Investments accounted for using the equity method within the

Consolidated Financial Statements included elsewhere in this report.

Targets Related to Climate Change Mitigation and Adaptation

ESRS 2 MDR-T, E1-4

In May 2025, Stellantis appointed a new CEO and embarked on a reassessment of its strategic objectives.

Stellantis’ updated medium- and long-term ESG targets have been formulated to reflect trends in market

dynamics, changing government policy and regulation in key markets, and the pace of ecosystem

transformation (conducive BEV policies including purchasing incentives, charging infrastructure) over the past

years. The 2030 emissions reduction target is expressed as a range to reflect ongoing regulatory and market

uncertainty. The upper end of the target range is consistent with regulation and market conditions in key regions

supporting BEV growth. Refer to Updates to Current Strategic Plan included elsewhere in this report for further

information.

Progress made toward targets


	Targets		2021 base year / results (unaudited)	Results
Required targets or entity-specific metrics	2030	2050		2024	2025
Carbon Net Zero Targets:⁽¹⁾			(in tons of CO2-eq)
Percentage of reduction in absolute GHG emissions across Scopes 1, 2, and 3 vs. 2021 base year⁽²⁾	20-30%	Carbon Net Zero⁽⁴⁾	527.5 million	414.7 million	391.9 million
				% reduction vs. 2021
				21%	26%
Percentage of reduction in absolute Scope 1 and 2 GHG emissions vs. 2021 base year⁽²⁾⁽³⁾	47-50%		4.20 million	2.55 million	2.40 million
				% reduction vs. 2021
				39%	43%
Percentage of decarbonized electricity used in own operations	70%		45%	59%	59%

⁽¹⁾ The achievement is conditioned by key external enablers: decarbonized energy and grid infrastructure, and conducive public policies

for BEV (charging infrastructure, purchasing incentives) impacting our Scope 3 emissions.

⁽²⁾The Scope 1 and Scope 2 emissions targets both account for less than 1 percent of total GHG emissions and therefore their

contribution to the overall target is individually less than 1 percent.

⁽³⁾Does not include certain logistics-related emissions that were recategorized from Scope 3 to Scope 1 in 2025.

⁽⁴⁾With single digit percent compensation of residual emissions.

Current decarbonization targets are based on internal modeling and do not align with a 1.5 °C pathway as

defined by Science Based Target initiative (“SBTi”) in its current sectoral interim pathway for OEMs.

⁵ This approach is aligned with Sections C.29, C.30, C.33, G, H, L.64.2, and L.64.9 of Annex I to Regulation (EC) No 1893/2006 of the

European Parliament and of the Council, as defined in Commission Delegated Regulation (EU) 2022/1288

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To support these targets, Stellantis employs several scenarios, including a 1.5°C climate scenario, as a strategic

framework to navigate developments across factors including technology, market, and policy. This scenario

informs key decarbonization levers: efficiency of own operations; sustainable supply chain; and low-carbon

product portfolio, allowing Stellantis to assess GHG reduction strategies. Our targets are also tied to Stellantis'

resilience strategy for mitigating climate impacts and risks, including transition risks related to compliance and

electrification in response to evolving regulatory frameworks (primarily tailpipe CO2 emission regulations), and are

informed by scientific scenarios and defined assuming no change in the lifetime mileage of vehicles in the future.

The scope of our targets encompasses all Stellantis operations worldwide, including both upstream and

downstream activities that contribute to our overall emissions excluding offsets or credits if not stated differently.

The Company aligns its targets with the limits of our GHG inventory as required by the regulation in Gross

Scopes 1, 2, 3 and Total GHG Emissions. Stellantis follows the SBTi framework to maintain alignment with target-

setting requirements in terms of coverage; as of December 31, 2025, Stellantis addresses over 90 percent of its

Scope 3 emissions through near- and long-term targets, exceeding the SBTi requirements of 67 percent for near

term and 90 percent for long-term targets. Additionally, our near- and long-term targets for Scope 1 and Scope 2

emissions from Stellantis sites collectively cover more than 95 percent of those emissions.

In accordance with the GHG Protocol, we established 2021 as a base year to reflect the complete organizational

structure of Stellantis after the merger of FCA and Groupe PSA, so that our emissions data would accurately

represent the combined operations and resources of Stellantis. Furthermore, 2021 was less affected than the

two surrounding years by exogenous shocks: 2020 was affected by COVID-19 and 2022 saw volumes impacted

by unfilled semiconductor orders.

The progress towards Carbon Net Zero Targets is reviewed with the relevant SLT members several times a year.

An internal tool is used to calculate emissions globally and by region, with data updated monthly to monitor

alignment with our plan and adjust it as needed due to internal factors (e.g., product plans) or external

influences (e.g., regulatory changes).

For details on the decarbonization levers and key actions taken to achieve the stated GHG emission reduction

targets, refer to Actions and Resources in Relation to Climate Change Policies.

Energy Consumption and Mix

E1-5

Stellantis' key business area, vehicle manufacturing, is classified as a high climate impact sector. Therefore, all

energy consumption from our own operations is associated with these high climate impact sectors and as a

result, we use the Net revenues from our Consolidated Income Statement to calculate energy intensity 5.

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Energy consumption and mix


(MWh)		2025	2024
1	Fuel consumption from coal and coal products	68,442	70,138
2	Fuel consumption from crude oil and petroleum products⁽¹⁾	468,385	170,035
3	Fuel consumption from natural gas	5,255,073	5,141,155
4	Fuel consumption from other fossil sources	87,841	37,351
5	Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources	3,061,661	3,354,013
6	Total fossil energy consumption (calculated as the sum of lines 1 to 5)	8,941,402	8,772,692
	Percentage of fossil energy on total energy consumption	71.1%	71.3%
7	Total energy consumption from nuclear sources	1,703,205	1,617,055
	Percentage of nuclear energy on total energy consumption	13.5%	13.1%
8	Fuel consumption for renewable sources, including biomass (also comprising industrial and municipal waste of biologic origin, biogas, renewable hydrogen)	35,940	27,935
9	Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources	1,861,276	1,852,080
10	The consumption of self-generated non-fuel renewable energy	35,929	41,470
11	Total renewable energy consumption (calculated as the sum of lines 8 to 10)	1,933,145	1,921,485
	Percentage of renewable energy on total energy consumption	15.4%	15.6%
	Total energy consumption (calculated as the sum of lines 6, 7 and 11)	12,577,752	12,311,232

⁽¹⁾The 2025 scope includes energy from fuel consumed by company-owned logistics trucks, which was not included in 2024.

Renewable and non-renewable energy production


(MWh)	2025	2024
Non-renewable energy	218,760	220,303
Renewable energy	71,869	69,405
Total renewable and non-renewable energy production	290,629	289,708

Energy intensity


	2025		2024
Total Net revenues (€ million)	€153,508		€156,878
Energy intensity (total energy consumption per Net revenues) associated with activities in high climate impact sectors	81.9	MWh/€M	78.5	MWh/€M

Gross Scopes 1, 2, 3 and Total GHG Emissions

E1-6

The GHG emissions breakdown for Stellantis is reported below. Scope 1 and Scope 2 GHG emissions refer to

the Stellantis consolidated group (parent and subsidiaries). There are no investees, such as associates, joint

ventures, or joint arrangements that are not fully consolidated in the Consolidated Financial Statements, which

Stellantis considers having operational control over. Scope 3 GHG emissions are categorized based on the

GHG protocol categories. Stellantis 2025 Scope 3 GHG emissions inventory does not include categories of GHG

protocol that have no significant impact (less than one percent individually and less than two percent on an

aggregated basis across all products). A detailed analysis of these activities is ongoing and may lead to

additional disclosures in subsequent years.

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GHG emission breakdown for Stellantis


(million tons of CO2-eq)	2025	2024	2021 base year / results (unaudited)
Scope 1 GHG emissions⁽¹⁾
Gross Scope 1 GHG Emissions	1.3	1.1	1.8
Of which emissions from sites	1.2	1.1	1.8
Of which emissions from logistics owned by Stellantis⁽²⁾	0.1
Percentage of Scope 1 GHG emissions from regulated emission trading schemes for all legal entities	21%	14%	29%
Scope 2 GHG emissions⁽¹⁾
Gross market-based Scope 2 GHG emissions	1.2	1.4	2.4
Gross location-based Scope 2 GHG emissions	1.7	1.8	n.a.
Significant Scope 3 GHG emissions:
Total Gross indirect (Scope 3) GHG emissions	389.4	412.2	523.3
Category 1 Purchased goods and services	38.6	39.2	43.5
Category 4 Upstream transportation and distribution	1.3	1.3	1.2
Category 6 Business travel	0.1	0.0	0.0
Category 7 Employee commuting	0.4	0.3	n.a.
Category 9 Downstream transportation	1.5	1.4	1.2
Category 11 Use of sold products (vehicles sold)	337.3	359.5	465.6
Of which Well-to-Tank	40.6	45.1	67.6
Of which Tank-to-Wheel	296.7	314.4	398.0
Category 11 Use of sold products (vehicle maintenance)	8.2	8.4	9.5
Category 12 End-of-life treatment of sold products	2.0	2.0	2.3
Total GHG emissions:
Total GHG emissions (market-based)	391.9	414.7	527.5
Total GHG emissions (location-based)	392.4	415.1	n.a.
GHG intensity per Net revenues⁽³⁾:
Total Net revenues (€M)⁽⁴⁾	153,508	156,878	152,119
Total GHG emissions (market-based) per Net revenues (tCO2-eq / € million)	2,553	2,643	3,468
Total GHG emissions (location-based) per Net revenues (tCO2-eq / € million)	2,556	2,646	n.a.
GHG intensity per vehicle sold:
Total GHG emissions per vehicle sold (tCO2-eq / vehicle)	69.0	71.4	80.2
Reduction in GHG intensity per vehicle vs 2021	14%	11%

⁽¹⁾ Stellantis Gross Scope 1 and 2 emissions for entities with operational control are not applicable.

⁽²⁾ Starting in 2025, emissions from logistics trucks, previously disclosed under Scope 3 Categories 4 and 9, were reclassified to Scope 1,

to reflect changes in the value chain. These emissions are excluded from the 2030 reduction in absolute Scope 1 and 2 GHG emissions

target boundary, which focuses on Stellantis sites.

⁽³⁾ Stellantis “Net revenues used to calculate GHG intensity” are those reported in the Company’s Consolidated Income Statement within

the Consolidated Financial Statements included elsewhere in this Annual Report.

⁽⁴⁾Data reported for 2021 “Total Net revenues” is Pro Forma and presented as if FCA - PSA Merger had occurred on January 1, 2020, and

include results of FCA for the period January 1 – 16, 2021.

241

Stellantis calculates its carbon footprint in accordance with the GHG Protocol and ISO 14064 standards,

covering the entire life cycle of 100 percent of its products to address Scope 1, 2, and 3 emissions. In

accordance with the GHG Protocol, our GHG inventory accounts for all relevant GHGs, including carbon dioxide

(CO2), methane (CH₄), nitrous oxide (N₂O), and other significant GHGs. These emissions are expressed in CO₂

equivalent (CO₂-eq) to provide a standardized and accurate representation of our total greenhouse gas impact.

Own Operations (Scope 1 and Scope 2)

Stellantis own operations encompass energy consumption across manufacturing, offices, warehouses, retail

operations, research and development sites, and other stationary and mobile operations with GHG emissions

based on GHG assessments conducted at these locations. In 2023 Stellantis implemented a tool that collects

detailed monthly information on energy consumption at each site to monitor their energy performance. This data

is centrally consolidated for monitoring and disclosure purposes. Stellantis evaluates the emission factors of

energy supplied by third parties (primarily electricity) once a year at the end of the reporting period to calculate

the CO2 emissions (market-based) for Scope 2. Location-based evaluations are performed annually using data

from the IEA database. Scope 1 emissions are calculated using emission factors published in the IPCC

Guidelines for National Greenhouse Gas Inventories.

Share and type of contractual instruments used for purchased energy Scope 2


Share in %	2025	2024
Type of contractual instruments:
Bundled with attributes (such as guarantees of origin and renewable energy certificates)	13.6%	14.6%
Unbundled attribute claims	—%	0.5%
Conventional (including nuclear) and non-renewable energy sources not covered by certificates	86.4%	84.9%

As part of our renewable energy sourcing, we include electricity from biomass, which is treated as zero emissions

for biogenic CO2 under the GHG Protocol, while accounting for emissions from other greenhouse gases, such as

methane (CH4) and nitrous oxide (N2O) in our calculations. Our emission factors do not explicitly separate

biogenic CO 2 from biomass, so these emissions are reported without disaggregation. Additionally, where

emission factors do not account for non-CO2 GHGs, we disclose these limitations to maintain transparency.

Biogenic emissions of CO2 from the combustion or bio-degradation of biomass


t CO2-eq	2025	2024
Biogenic emissions of CO2 from the combustion or bio-degradation of biomass not included in:
Scope 1 GHG emissions	8,081	6,020
Scope 2 GHG emissions	—	—
Scope 3 GHG emissions	—	—

⁶ Work-related air travel: GHG emissions provided by travel agencies.

⁷ For employee commuting, assumptions for North America are based on U.S. sites and emission factor from the EPA database. For all

other regions, assumptions are based on data and the emission factor from the French Agency for Ecological Transition (ADEME)

database.

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Upstream Activities (Scope 3)

Upstream activities encompass the extraction, processing, and assembly of component materials, quantified

using LCA databases. The emission factors used to calculate CO2 emissions for vehicle production are based

on the curb weight of Stellantis vehicles and the types of materials involved. We incorporate actual sales data

per model from internal sources. In 2025 and relevant past years, we did not use primary data from our supply

chain; however, we are working closely with our key suppliers to collect primary data in the future. Additionally,

upstream activities include upstream transportation related to material deliveries, as well as emissions from

work-related travel 6 and employee commuting 7. Emissions from company-owned car use are recorded under

downstream activities.

Downstream Activities (Scope 3)

Downstream activities encompass GHG emissions associated with the use and lifecycle of vehicles sold during the

calendar year. This includes Tank-to-Wheel CO2 emissions, calculated based on mileage assumptions and CO2 data

per vehicle. For instance, in North America, passenger cars and light duty trucks are assumed to travel 225,865 miles

(363,643 km) and heavy-duty trucks 150,000 miles (241,500 km) over 15 years, aligned with the U.S. EPA

Greenhouse Gas regulations, with higher light duty truck mileage applied to passenger cars. In Europe and other

regions, mileage assumptions include 50,000 km for micromobility devices, 225,000 km for passenger cars, and

300,000 km for LCVs over 15 years. Real-life consumption adjustments are also considered. For Europe, these

adjustments are based on regional monitoring, with an added 20 percent to the WLTP regulatory CO2 emission value,

while for North America, EPA fuel consumption adjusted values are used. For PHEV, real-life utility factors are applied.

Well-to-Tank CO2 emissions account for the production impact of fuels used in conventional vehicles and

electricity for electrified vehicles. The emissions related to fuel production are evaluated using Well-to-Tank/Tank-

to-Wheel ratios derived from LCA databases, such as Sphera’s LCA for Experts - whose data quality is validated

by DEKRA - as well as external reports such as the European JEC consortium WtW V5 report (a collaboration

between the European Commission’s Joint Research Centre, EUCAR - the European Council for Automotive

Research and Development - and Concawe - the European oil companies’ association for environment, health

and safety in refining and distribution) and the Brazilian Energy Research Office (EPE - Empresa de Pesquisa

Energética) report. The emissions related to electricity production to charging EVs sold are evaluated based on

regional actuals and forecasts from LCA databases and International Energy Agency scenarios.

Additionally, emissions are calculated for the production of spare parts needed for vehicle maintenance and for

vehicle end-of-life processes, which are modeled based on current practices using Sphera's LCA software.

Logistics emissions, categorized under Scope 3 (Category 4: Upstream Transportation and Category 9:

Downstream Transportation), include only transport flows under the direct responsibility of Stellantis and provided

for by a third party, while those provided for by trucks owned by Stellantis are categorized under Scope 1. The

scope for downstream distribution includes small-scale distribution to dealers. However, the reporting does not

fully cover emissions from spare parts distribution. Systems in Europe, North America and South America allow for

more accurate emissions calculations based on distance and modeled data. Regional emission intensity factors

are applied using calculations based on weight and distance when CO₂ emissions data are not directly provided

by logistics partners. Energy consumption is determined for each traffic flow and transport mode using an

emission factor linked to the type of fuel and the nature of the goods transported, when this information is available.

243

GHG Removals and GHG Mitigation Projects Financed Through Carbon Credits

E1-7

As explained in Targets Related to Climate Change Mitigation and Adaptation, Stellantis aims to become carbon

net zero by 2050, and offset residual emissions through carbon removal projects with the best effort to meet

strict quality criteria, including additionality, permanence, accurate measurement, monitoring, verification, no

leakage, and positive environmental and social impacts. In 2024, Stellantis established a dedicated carbon

removal governance structure, and initiated investments in a biochar project expected to deliver its first carbon

dioxide removal credits in 2026 under the Puro.earth standard. Stellantis is also exploring potential further

partnerships to test other carbon removal methods.

In 2025, Stellantis continues to monitor the evolving regulatory frameworks, such as the EU Carbon Removals

and Carbon Farming regulation operating under QU.A.L.ITY framework and article 6.4 of the Paris Agreement,

the Paris Agreement Crediting Mechanism for carbon removal.

No carbon credits were purchased in 2024 and in 2025, including outside its value chain, and no carbon

removal volumes are reported for the year.

Internal Carbon Pricing

E1-8

The Company has established a carbon pricing scheme designed to support the achievement of the Carbon Net

Zero Targets with optimal cost-efficiency.

• Internal carbon price for Scope 1: All plants are allocated CO2 reduction targets and are required to present

roadmaps to reach the Carbon Net Zero Targets and present annual progress. The capital investment

decision-making process about carbon reduction projects considers an internally set carbon price. Stellantis

incorporates EU Emission Trading Schemes (“ETS”) and Canadian regulation system at affected sites to

support decision-making on projects using a full-cost approach. For energy efficiency or energy transformation

initiatives, ETS costs are considered for sites in Europe (refer to Gross Scopes 1, 2, 3 and Total GHG

Emissions for information on the share of Scope 1 covered). For 2025, the ETS carbon price was estimated to

be at €74.3 per ton of CO2 (€71 per ton of CO2 in 2024); and

• Internal carbon price for Scope 3 upstream and downstream: Stellantis has approved a carbon cost threshold

in the product development process to rank the carbon efficiency of technologies studied, based on supplier

engagement. Every lever below €80 per ton of CO2 is considered efficient and deployment is recommended.

For levers in between €80 and €140 per ton of CO2 a case-by-case arbitration will be applied considering a

trade-off with other criteria. This internal carbon pricing scheme has been applied on a voluntary basis starting

in 2025.

Stellantis does not use a carbon price in its Consolidated Financial Statements.

Pollution

E-2

Stellantis recognizes the importance of addressing pollution across its value chain by implementing clean

technologies and pollution control measures.

244

Pollution Material Impacts, Risks and Opportunities

ESRS 2 IRO-1

As part of our DMA, we identified pollution as a material sustainability matter, particularly in relation to: the use of

substances of very high concern, which may be included in certain vehicle components; the release of

microplastics from tire abrasion during driving; pollution generated in the upstream value chain, especially during

raw materials extraction; and the pollution of air arising in the use-phase of our vehicles. These impacts are linked

to regulatory risks, such as compliance with evolving tailpipe emission regulations and potential reputational

effects, as public awareness and regulatory scrutiny around microplastic emissions are increasing. For further

details, refer to Stellantis Overview - Automotive Tailpipe Emissions section included elsewhere in this report.

Pollution - material IROs


Material Impacts, Risks and Opportunities		Value chain
Pollution of air, water and soil	Potential negative impact	¢£¢
Use of substances of very high concern	Potential negative impact	¢££
Microplastic from tire abrasion	Potential negative impact	££¢
Compliance with legal and regulatory requirements	Risk	£¢¢

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

Refer to Material Impacts, Risks and Opportunities in this statement for additional information.

Leveraging our expertise and tools such as LCA, we have screened our activities to identify actual and potential

pollution-related impacts, risks, and opportunities in own operations, upstream and downstream value chain. Within

our operations, as part of our permit to operate within the respective geographies, we measure and report on

pollution to the authorities in compliance with and according to the applicable regulations. We concluded that the

pollution generated by Stellantis’ industrial operations can be considered less significant than the pollution

generated during other phases in the value chain, and consequently, industrial operations have been considered not

material. Throughout our entire value chain, the mining, refining and smelting activities required for the production of

vehicle components generate the most significant environmental impacts on air, water, and soil pollution.

Whenever appropriate, Stellantis aims to actively engage with stakeholders, including affected communities,

local administrations, and civil society, to address and discuss the environmental impacts in the vicinity of

Stellantis facilities, including issues related to pollution.

Policies Related to Pollution

ESRS 2 MDR-P, E2-1

Stellantis has identified air, water, and soil pollution as a material topic across its supply chain through the DMA

and annual human rights risk analysis. To address these impacts, Stellantis has implemented two relevant

policies: the Stellantis Environmental and Energy Policy (“EEP”) and the GRPG. In addition, the Company

adheres to guidelines established in the Wellbeing, Health and Safety (“WHS”) Policy.

245

The updated EEP covers pollution prevention and control across all operations, upstream and downstream value

chain, aligning with ISO 14001 standards, and emphasizes compliance, environmental impact reduction, and

continuous improvement. It addresses stakeholders such as employees, suppliers, and local communities. The

GRPG target environmental responsibility in the supply chain, encouraging suppliers to adopt ISO 14001-

certified systems, ensuring regulatory compliance, and supporting best practices such as considering

substitution of SVHC with viable alternatives. Refer to Policies Addressing Sustainability Matters of Climate

Change Mitigation, Adaptation, Energy Efficiency and Renewable Energy Deployment for further information on

the EEP.

The application of the WHS Policy includes a comprehensive chemical management program, establishing

global standards for chemical use, with a focus on occupational health, safety, and environmental protection.

Refer to Global Responsible Purchasing Guidelines in this statement for additional information on GRPG.

Microplastics, from the abrasion of vehicle tires, have been identified as a material topic within the value chain. As

this is a relatively new consideration, Stellantis currently does not have policies or targets in place to address it.

Actions and Resources Related to Pollution

ESRS 2 MDR-A, E2-2

The actions presented below form an integral part of Stellantis approach to managing the pollution-related

environmental aspects.

• Air, water and soil pollution: We collaborate with suppliers in an effort to meet regulatory standards and

reduce hazardous materials in parts. For vehicle emissions, we use technologies such as particulate filters and

catalytic systems to reduce NOx and particulate emissions within regulatory limits. Efforts are also made to

reduce Volatile Organic Compounds (“VOC”) emissions from fuel systems to comply with the current

regulatory framework and anticipate further regulatory evolutions, including Euro 7.

• Microplastics: Stellantis works with tire manufacturers to limit microplastics emissions from tire wear.

• Substances of very high concern: The management of SVHC in our final products leaving our facilities

leverages the collaboration with suppliers to replace these substances with existing suitable alternatives,

supporting the goal of regulatory compliance and promoting innovation toward safer alternatives.

The scope for actions related to pollution reduction extends to the upstream and downstream value chain and

our own operations. Within the Company, dedicated resources are allocated across multiple corporate functions

to support the implementation of pollution prevention and reduction measures. These functions include, among

others, Product Development, Manufacturing, Logistics, Environmental, Health & Safety, Purchasing, and

Planning.

Targets Related to Pollution

ESRS 2 MDR-T, E2-3

Stellantis aims to reduce pollution environmental impacts and to comply with applicable regulations.

The Company is expected to expand the availability of BEVs, PHEVs, REEVs and hybrid powertrains. BEVs do

not produce tailpipe emissions such as NOx , Non-Methane Organic Gases (“NMOG”), and particulate matter,

while PHEV, REEVs and hybrid powertrains reduce tailpipe emissions compared to ICE vehicles. Furthermore,

while BEVs, PHEVs, REEVs and hybrid vehicles produce brake emissions, these are reduced by the use of

regenerative braking systems.

246

In addition, Stellantis proactively addresses potential environmental hazards with its suppliers by aiming to

substitute SVHC through, for instance, material research and innovation.

The compliance targets referenced in this section are mandatory and derive from regulatory requirements.

These should be distinguished from the Company’s voluntarily adopted environmental targets, which are

self‑defined and not required by applicable legislation.

Substances of Very High Concern

E2-5

As part of our aim to maintain sustainability and regulatory compliance, we have undertaken a comprehensive

approach to managing SVHC. By aligning with our material impacts, risks and opportunities, we aim to adhere to

environmental and human health protection standards. For substances that are part of the products leaving our

facilities, including aftersales parts and chemicals, Stellantis tracks SVHC by using IMDS with Global Automotive

Declarable Substance List, and Safety Data Sheets. As of December 31, 2025, the tracking of substances of

concern (“SoC”) other than SVHC included in products is not possible due to lack of clear list of substances. We

are monitoring the SoC in our industry to define the list of SoC to be disclosed per regulation requirement. In

2025, SVHC was calculated for representative vehicles in each segment using IMDS data. The SVHC results for

each segment were estimated using worldwide vehicle sales, while total SVHC amount accounted also for spare

parts and chemicals’ sales for the respective period. Out of the total weight of SVHC, 96 percent in 2025 is

related to lead compounds contained in the 12 Volt lead acid batteries.

Amount of SVHCthat leave facilities as product or as part of products in tons by main hazard classes⁽¹⁾


(tons)	2025	2024
Human health hazard	95,039	101,347
Environmental hazard	76	16
Human health and environmental hazard	644	55
Tonnage of SVHC that leave facilities as product or as part of products	95,759	101,418

⁽¹⁾ SVHC that are generated or used during production or that are procured are considered to be the same amount of substances that

leave facilities and are therefore not reported separately. SVHC that leaves facilities as emissions have been identified as not material and

therefore not reported. No SVHC leaves facilities as a service. Data in this table is calculated according to article 33 requirement of

REACH regulation (threshold of 0.1 percent in component article).

Water and Marine Resources

The Company proactively manages water-related impacts, risks and opportunities by reducing consumption,

enhancing recycling and reuse of industrial water and ensuring compliance with environmental regulations.

Through internal benchmarks, implementing best practices and setting ambitious targets, our aim is to reduce

water usage. This helps in mitigating the impact on local water resources and maintaining operational continuity.

247

Water and Marine Resources Material Impacts, Risks and Opportunities

ESRS 2 IRO-1

The table below summarizes the material impacts, risks and opportunities resulting from the DMA. Refer to

Material Impacts, Risks and Opportunities in this statement for additional information. We identified water

resource depletion as a material environmental negative impact, particularly in relation to our vehicle

manufacturing process and upstream supply chain activities in the mining industry. The impact is directly linked

to physical risk such as operational disruptions due to droughts, water rationing and declining water quality.

Regulatory risks also arise from tightening water use restrictions and mandatory water efficiency standards in

water-stressed areas. The Company’s dependency on stable water availability for critical manufacturing

processes, such as paint shops and cooling systems, amplifies these risks.

Water and marine resources - material IROs


Material Impacts, Risks and Opportunities		Value chain
Water resource depletion	Potential negative impact	¢¢£
Water scarcity in stressed areas	Risk	¢¢£

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

To assess materiality, we performed internal analysis of our manufacturing facilities at the regional level, with a

specific focus on water scarcity, including areas identified as water-stressed, and of our upstream value chain,

as per the Exploring Natural Capital Opportunities, Risks and Exposure (“ENCORE”) study on impacts of mining

activities, water is used in almost all stages of the mining process. No consultations have been conducted with

affected communities. Stellantis utilized the Aqueduct Water Risk Atlas developed by the World Resource

Institute to identify areas experiencing water stress. Through this materiality assessment, it was determined that

our activities have a minimal impact on marine ecosystems, as the Company does not rely on marine resources

or direct discharge water into oceans or seawater. Furthermore, all Stellantis production sites are connected to

wastewater treatment plants in an effort to ensure that wastewater is properly treated before being released into

the environment.

Policies Related to Water

ESRS 2 MDR-P, E3-1

We are committed to addressing our material impacts, risks and opportunities related to water consumption

through policies that encompass the entire product lifecycle - from development and raw material extraction to

product disposal, across all operations, including both the upstream and downstream value chain. These

policies include our Environmental and Energy Policy (“EEP”), which aims to be in line with ISO 14001

management system for manufacturing plants , and the GRPG. Refer to Global Responsible Purchasing

Guidelines included in this statement for additional information on GRPG and to Policies Addressing

Sustainability Matters of Climate Change Mitigation, Adaptation, Energy Efficiency and Renewable Energy

Deployment included in this statement for additional information on the EEP.

Our approach is designed to address both the quantity and quality of water usage and include the following: (i)

goal to comply with applicable laws and regulations regarding facility operations and product performance; (ii)

ambitious reduction targets aimed at minimizing our manufacturing environmental footprint, particularly in terms

of water withdrawals; (iii) education and training for employees and suppliers on ESG related topics including

responsible water usage; and (iv) optimization of water management practices across operations.

248

Water Consumption Reduction

Stellantis actively monitors its water use and works to refine its manufacturing processes to reduce water usage

and increase the recycling and reuse of industrial water.

We recognize the significant impact of water use in water-stressed regions, where some of our facilities are

located. Refer to the table Total water withdrawal and consumed calculation worldwide and in water-stressed

areas for additional information. Our water strategy encompasses all operations, including those in water-

stressed areas.

Reducing Water Withdrawals and Discharge

Stellantis is dedicated to promoting responsible water stewardship, by aiming to reduce water withdrawal in

industrial activities. Vehicle production involves water consumption, creating potential effects on water quality.

To support compliance with environmental regulations, our facilities monitor wastewater discharge for specific

water quality factors as required by operational permits.

Actions and Resources Related to Water and Marine Resources

ESRS 2 MDR-A, E3-2

Our manufacturing facilities differ significantly in plant size, production volume, operations performed,

technologies installed and facility age, all of which affect water use and treatment. Water management and

target setting are tailored to each site, taking into account stakeholder expectations, local water restrictions and

site-specific possibilities. Regional Environmental Staff (“RES”) establishes plant-specific targets based on these

criteria. The plants are responsible for implementing water-saving measures, while the RES supports them by

evaluating and sharing best practices and conducting water-saving workshops to promote continuous

improvement. Implementing the outlined actions did not require any significant OpEx or CapEx.

Site-Specific Initiatives

To reduce water consumption, we are promoting various measures such as preventing and minimizing losses

and leaks, enhancing water recycling and reuse and improving processes.

Our water-saving initiatives are applied across certain manufacturing plants. We have developed a water action

map, which included some best practices and have conducted water workshops with selected plants to improve

our water footprint . These activities form part of Stellantis’ continuous process improvement efforts and are

integrated into our practices. As they represent ongoing, iterative enhancements, their completion is aligned with

the scheduled timeline for the target’ achievement. For plants located in water-stressed areas, we set internal

targets and provide increased support from regional environmental teams. Refer to Targets Related to Water in

this statement for additional information.

Main Activities in Supply Chain

Our GRPG ask suppliers to optimize resource use and minimize pollution, including air emissions, water

consumption and wastewater discharges, waste treatment and disposal, and GHG emissions. Acceptance of

these guidelines is valid from the date of confirmation onward, without time limitation for all business activities

between suppliers and Stellantis (refer to Global Responsible Purchasing Guidelines in this statement for

additional information).

⁸ Vehicles produced are vehicles assembled in those areas

249

Targets Related to Water

ESRS 2 MDR-T, E3-3

In 2025, as part of the sustainability trajectory reassessment, Stellantis redefined the timeline for achieving its

targets related to water withdrawal. Specifically, the water withdrawal normalized, previously set at 3.0 m³ per

vehicle produced by 2030, has been set in a range between 3.0 and 3.4 m³ per vehicle produced by the same

date. In addition, Stellantis decided to reduce the number of indicators used to measure its performance and

discontinued its previously set target for water withdrawal normalized in water-stressed areas. Refer to Updated

Sustainability Trajectory in this statement for additional information.

The scope of the target covers our manufacturing sites, reflecting Stellantis’ commitment to operational

efficiency and resource management where water use is most significant. The methodology for calculation is

based on total water withdrawal normalized per vehicle produced, following internal standards and industry best

practices to ensure consistency and transparency. This target is closely linked to Stellantis’ EEP, which

prioritizes the reduction of our water footprint. Monitoring is conducted on a regular basis through internal

reporting systems and periodic reviews by the Manufacturing department to ensure progress against the

defined trajectory and timely corrective actions where necessary.

In 2025, as part of the targets review process, the reporting scope was revised to ensure full alignment with the

manufacturing perimeter. As a result, targets exclude “non-manufacturing” activities, which relate to Company-

owned sales and after-sales activities, retail offices (such as import subsidiaries), administrative offices, logistics

activities (spare parts warehouses and distribution centers) and also exclude proving grounds, technical, R&D

and Information Communication Technology centers. The 2021 and 2024 results have been changed

accordingly.

Water Consumption

Our goal is to contribute to sustainable water management and more sustainable sourcing of water by aiming to

reduce water withdrawal and committing to responsible wastewater discharge.

Water Withdrawal

To promote responsible water stewardship and to aim for reduced water withdrawal, Stellantis has voluntarily set

targets for its manufacturing plants, as detailed in the table below. This target aligns with the Stellantis’ EEP

which was developed without using an ecological threshold.

Progress made toward targets


Targets Entity-specific metrics		Results
Targets Entity-specific metrics	2030	2021 (unaudited)	2024	2025
(m³/vehicle produced)
Total water withdrawal normalized	3.0 - 3.4	4.61	3.84	3.68

In 2025, the total water withdrawal normalized in water-stressed areas was 3.71 m³ per vehicle produced 8 (3.44

m³per vehicle produced in 2024). The increase in total water withdrawal normalized in water-stressed areas in

2025 as compared to 2024 was primarily due to the decrease in production volumes at these sites partially offset

by the mitigating actions taken during the year.

250

No additional water-related targets have been set for the supply chain or value chain. The total water withdrawal

normalized target was set based on current best practices and assumptions about future developments in

water-saving technologies.

We monitor the performance and progress toward our water withdrawal reduction targets on a monthly basis. In

addition to reducing water withdrawal, we monitor wastewater discharge and water consumption.

Water Consumption

E3-4

Water consumption is defined as the difference between water withdrawal and water discharges. The majority of

this consumption occurs at our manufacturing facilities. Approximately 80 percent in 2025 (approximately 72

percent in 2024) of the water consumption data is directly measured from sites, while the remaining portion is

estimated. Direct measurements include data obtained through measurement, calculation or invoicing. In

instances where discharged water cannot be fully measured or calculated, it is determined based on the

average of the measured and calculated discharges over withdrawal from the other manufacturing plants. In

2025 and 2024, total water stored and changes in storage were immaterial. The total water withdrawal and total

water consumed, worldwide and in water-stressed areas, are reported in the table below:

Total water withdrawal and consumed calculation worldwide and in water-stressed areas


	2025		2024
(million m³)	Worldwide	of which in water-stressed areas	Worldwide	of which in water-stressed areas
Total water withdrawal	21.9	5.6	22.0	6.0
Total water consumed	6.9	2.4	7.7	2.5

Water Discharges

Effective water discharge management is integral to our overall sustainability strategy. Water discharges can

fluctuate due to factors such as consumption or evaporation in processes that expose water to atmosphere, like

cooling towers. Some of our older plants lack separate sewer systems for rainwater and process or sanitary

wastewater, meaning all discharge flows through the same treatment facilities. In these cases, the amount of

rainwater is estimated and subtracted from the amount of wastewater. All discharge volumes are treated by the

municipal or Stellantis wastewater treatment plants. To our knowledge, Stellantis did not directly discharge any

wastewater into seawater or oceans.

Plants in Water-Stressed Areas

Water stress is critical in sustainability planning. For water-stress risk evaluation, the baseline scenario of the

Aqueduct Water Risk Atlas is used, helping identify high-risk areas. For risk evaluation, the business-as-usual

scenario 2030 is used, which represents projected water-related risks assuming current trends in water use,

management and climate continue without additional interventions. Water stress indicates competition for water

resources, defined as the ratio of demand for water by human society divided by available water. In 2025, 35

manufacturing plants (34 in 2024) were located in water-stressed areas (according to the World Resources

Institute’s Aqueduct “baseline water stress” indicator). In 2025, these sites represent 26 percent of the

Company’s vehicles production volume (31 percent in 2024).

251

Water Recycling and Reuse

In 2025, the total water recycled and reused was 76.8 million m³. Although recycling and reuse measures have

been implemented in previous years, the comprehensive recording of the total water recycled and reused in m3

was introduced in 2024. During 2025, the methodology used to calculate recycled and reused water volumes

was enhanced to strengthen consistency and comparability with industry practices. While this enhancement did

not materially affect our performance of water withdrawal, we updated 2024 comparative figure to reflect the

improved approach. The revised 2024 value for water recycled and reused amounts to 95.3 million m³,

compared with 100.5 m³ previously reported. The data is partly based on estimates, calculations (water

balances) and measurements. These take into account processes such as rejects from reverse osmosis

treatment, the use of treated wastewater effluent, recirculated blowdowns (from boilers, cogeneration, cooling

towers), and paint shop processes such as reverse cascading.

Water Intensity

Water intensity is calculated by measuring total water consumption against Net revenues. In 2025 and 2024,

water intensity was:

Water intensity ratio


	2025	2024
Total water consumed (m³)	6,932,589	7,705,671
Net revenues (€ million)	153,508	156,878
Water intensity ratio (m³/€ million)	45.16	49.12

Biodiversity and Ecosystems

E-4

The Company recognizes the importance of biodiversity and the protection of natural habitats as essential

elements of sustainable development.

Biodiversity and Ecosystems Material Impacts, Risks and Opportunities

ESRS 2 SBM-3, IRO-1

The table below summarizes the material impacts, risks and opportunities resulting from the DMA. Refer to

Material Impacts, Risks and Opportunities in this statement for additional information.

Biodiversity and ecosystem - material IROs


Material Impacts, Risks and Opportunities		Value chain
Land acidification	Potential negative impact	¢££
GHG emissions in the value chain	Actual negative impact	¢£¢

252

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

In 2025, our DMA was informed by an updated LCA using the ReCiPe methodology and encompassing MHEV,

PHEV and BEV models and the updated sustainability trajectory. The study revealed that the main contributors

to biodiversity loss are GHG emissions, primarily from the upstream and downstream value chain (refer to

Climate Change in this statement for additional information), and land acidification caused by mining activities

for minerals used in EVs within our upstream value chain. Considering our current vehicle portfolio and the

updated sustainability trajectory, we identified biodiversity loss as a material environmental impact, particularly

associated with GHG emissions within our upstream and downstream value chain and with mining operations for

minerals used in electrified vehicles in our upstream value chain, which may cause land degradation in the form

of land acidification. The assessment did not identify any negative impacts related to desertification and soil

sealing.

While the Company acknowledges the environmental impact of upstream and downstream operations on

biodiversity, the DMA did not identify any material risk or dependency related to biodiversity in the Company’s

own operations, as explained below. Systemic risks for GHG emissions in the value chain and associated IROs

were taken into account within the climate change assessment. Stellantis conducted on-site analyses using the

Integrated Biodiversity Assessment Tool to identify biodiversity-sensitive areas adjacent to our manufacturing

sites within a 10-kilometer radius and to our non-manufacturing sites within a 5-kilometer radius. Based on this

assessment, no material impacts from our own operations activities were identified.

Stellantis evaluated its dependencies on ecosystem services for its own operations, upstream and downstream

value chain using the ENCORE methodology. The assessment identified low to medium-level ecosystem service

dependencies in our own operations, while our upstream value chain, particularly mining-related activities,

showed high to very high dependencies on critical services such as water, which are touched upon in the

section Water and Marine Resources, in this statement. No major dependencies were identified in relation to the

downstream value chain. Refer to Transition Plan and Consideration of Biodiversity and Ecosystems in Strategy

and Business Model in this statement for additional information.

Affected communities were not considered in the analysis and no specific consultations were carried out as part

of the DMA. The Company continues to monitor developments in biodiversity-related regulation and stakeholder

concerns and will reassess its exposure to biodiversity risks and dependencies as part of its annual

sustainability review process.

Transition Plan and Consideration of Biodiversity and Ecosystems in Strategy and Business Model

E4-1

Stellantis recognizes the growing importance of biodiversity and ecosystem challenges in the context of its

business activities and its responsibility towards society and the environment. The Company’s strategy to reduce

its impact on biodiversity and ecosystems is linked to the three main drivers for biodiversity loss: (i) climate

change and (ii) pollution, both related to upstream-related activities and use phase (refer to Climate Change in

this statement for additional information), and (iii) land acidification in Stellantis’ upstream value chain related to

mining activities. These drivers were identified using an LCA study carried out by the Company in 2025.

Stellantis recognizes that climate change is the major driver of biodiversity loss and that a significant share of its

biodiversity impact is linked to GHG emissions across its value chain. Therefore, the Company aims to prioritize

actions to reduce its GHG emissions footprint which in turn lessens our impact on biodiversity while continuing

efforts to mitigate pollution and land acidification in our value chain.

253

Resilience assessment

Stellantis assessed its dependencies on ecosystem services using the ENCORE methodology to determine the

resilience of its strategy and business model in relation to physical and transition risks related to biodiversity and

ecosystems. The scope of this resilience analysis covers the Company’s own operations, upstream and

downstream interactions within the value chain. For this assessment Stellantis considered the ENCORE category

of economic activities “manufacture of motor vehicles”, “mining of metal ores” and “sale of motor vehicles”. While

ENCORE assesses the dependency of business sectors on ecosystem services without considering scenarios or

particular time horizons of activity, the results provide insights into potential vulnerabilities and inform Stellantis’

approach to mitigate these risks through its actions. This is a high-level assessment grounded on analysis of

business sectors based on available scientific knowledge, therefore no specific stakeholders were involved.

The study identified medium-level dependencies on key ecosystem services, such as water regulation,

purification and soil erosion control, to support its manufacturing operations, while other dependencies were

assessed as low or very low.

In evaluating its upstream value chain, particularly in mining-related activities, Stellantis identified significant

dependencies on ecosystem services such as water, which are touched upon in section Water and Marine

Resources in this statement. These services were rated from high to very high in importance. Additional

dependencies, including soil and sediment regulation, storm mitigation and solid waste remediation, were

assessed at medium to low levels, while other services such as biomass provisioning, air filtration and noise

attenuation were found to have very low relevance.

For the downstream value chain, the analysis concluded that only soil and sediment retention services were

rated as medium, while all other ecosystem service dependencies ranged from very low to low.

Refer to Climate Change Material Impacts, Risks and Opportunities included in this statement for additional

information on the resilience assessment related to climate change impacts.

Policies Related to Biodiversity and Ecosystems

ESRS 2 MDR-P, E4-2

Stellantis’ EEP integrates biodiversity protection, deforestation-free sourcing and ecosystem restoration into its

strategic goals. The policy acknowledges biodiversity loss as a material environmental impact, identified through

the DMA and the LCA.

Stellantis integrates community rights into its operations, as the Company’s due diligence approach to

biodiversity is fully aligned with its Human Rights Policy. It supports Stellantis’ transition strategy by reducing

reliance on biodiversity-sensitive resources, such as fossil fuels, and promoting sustainable sourcing. Refer to

Climate Change - Energy Transformation in this statement for additional information.

The EEP integrates human rights considerations, including Free, Prior, and Informed Consent, recognizing the

social implications of biodiversity impacts on local communities, prohibits new operations in protected areas and

aims to apply the mitigation hierarchy in existing facilities. Refer to Affected Communities in this statement for

additional information on the FPIC. Refer to Policies Addressing Sustainability Matters of Climate Change

Mitigation, Adaptation, Energy Efficiency and Renewable Energy Deployment included in this statement for

additional information on the EEP.

254

As requested in the GRPG and aligned with international standards such as the UN’s New York Declaration on

Forests, the OECD-FAO guidelines and the upcoming requirements of the EU Deforestation Regulation

(“EUDR”), Stellantis is focused on the prevention of unregulated deforestation and land conversion,

safeguarding natural ecosystems and promoting a deforestation-free supply chain. We aim to have traceability

mechanisms for products, components, and raw materials in this context. Refer to Global Responsible

Purchasing Guidelines in this statement for additional information.

Refer to Policies Related to Climate Change included in this statement for additional information on climate

change related policies.

Actions and Resources Related to Biodiversity and Ecosystems

ESRS 2 MDR-A, E4-3

Guided by our EEP and as referenced in the GRPG, we aim to manage environmental impacts and promote

preservation of biodiversity in our own operations as well as in our supply chain to prevent pollution of water, soil

and air, to fight climate change and maintain water and marine resources.

Based on our global risk assessment, Stellantis commissions audits that cover supplier conformance with

environmental standards. Biodiversity‑related factors are specifically assessed through audits conducted in the

battery supply chain, including deeper‑tier levels such as mining, refining and smelting operations where

biodiversity loss impacts may be most significant. Mitigation of related findings from these activities is subject to

corrective action plans developed in collaboration with our suppliers including jointly defined and agreed timing

for completion. In 2025, Stellantis joined the Initiative for Responsible Mining Assurance (“IRMA”), a global

program promoting socially and environmentally responsible mining practices. Refer to Workers in the Value

Chain included in this statement for additional information.

Stellantis is preparing to comply with the EUDR and EU Battery Regulation (“EUBR”) by setting up internal

processes to meet regulatory deadlines, through the establishment of robust due‑diligence processes.

No significant operational or capital expenditure was allocated to these activities in 2025. However, initial

project-team mobilization and systems development have commenced and are expected to result in higher

levels of expenditures in the subsequent years for both regulations.

Stellantis does not use biodiversity offsets to mitigate impacts and has not yet incorporated local and indigenous

knowledge or nature-based solutions into its actions.

Refer to Actions and Resources in Relation to Climate Change Policies included in this statement for additional

information.

Targets Related to Biodiversity and Ecosystems

ESRS 2 MDR-T, E4-4

Stellantis has not yet established specific targets related to biodiversity within its upstream value chain.

Nevertheless, we recognize the material sustainability-related risks associated to this activity and aim to further

expand the adherence of our Tier‑1 supply base to the GRPG, measured as a percentage of APV. In parallel, we

reinforce our Battery Supply Chain Due Diligence Program by integrating biodiversity preservation into the audit

criteria. These audits are performed at suppliers' sites across lower tiers of the supply chain, up to the mining

level, with the objective of ensuring timely resolution of any critical findings in close collaboration with the

suppliers involved.

⁹ Remanufacturing (or Reman): used, worn and defective parts recovered, dismantled, cleaned and remanufactured to OEM

specifications, with the same performance and warranty as original parts

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As GHG emissions within upstream and downstream value chain has been identified through the LCA as the

primary driver of biodiversity loss, refer to Targets Related to Climate Change Mitigation and Adaptation

included in this statement for additional information.

Resource Use and Circular Economy

E-5

Stellantis’ strategic approach to sustainable resource management and circular-economy practices is centered

on reducing resource consumption and promoting eco-design, remanufacturing 9, and recycling initiatives.

Resource Use and Circular Economy Material Impacts, Risks and Opportunities

ESRS 2 IRO-1

The table below summarizes the material impacts, risks and opportunities resulting from the DMA. Refer to

Material Impacts, Risks and Opportunities in this statement for additional information.

Resource use and circular economy - material IROs


Material Impacts, Risks and Opportunities		Value chain
Resources access	Potential negative impact	¢££
Increased costs, disruption or shortage of raw materials	Risk	¢¢£
Compliance with regulatory requirements	Risk	¢¢£

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

Our DMA identified resources inflows and outflows as interrelated material topics due to their role in our circular-

economy strategy. The increased reliance on non-renewable materials such as metals containing steel, light

alloys, copper, polymers, elastomer, fluids and going forward other raw materials like lithium, nickel, cobalt, rare

earths driven by the rise of EVs, EV batteries, and EDMs, presents both environmental pressures and financial

risks due to the generation of end of life waste.

To identify IROs related to resources inflows and outflows, including waste, we conducted LCAs on our vehicles

and components covering 87 percent of the total fleet sold in 2025 (83 percent in 2024). These assessments

evaluated the multi-criteria environmental footprint of a vehicle, its components and material design across the

entire product life cycle, from raw materials extraction to manufacturing, use and end-of-life disposal or

recycling. No additional consultation with local communities were undertaken. The IROs analysis revealed key

impacts and dependencies associated with resource use and waste throughout the value chain:

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List of lifecycle stages and waste impacts


Life cycle stages	Main impacts and dependencies related to resource inflows and outflows
Design and engineering	• Usage of raw materials and pollutants • Design for repair, remanufacturing, reuse or recycle to reduce the usage of new raw materials
Production	• Usage of raw materials, including critical materials • Waste production from our industrial operations, including upstream value chain • Actions integrated in our operations for the recovery and recycling of production waste, to reduce the usage of new raw materials
Use	• Obsolescence that shortens the lifespan of vehicles • Usage of raw materials in vehicle maintenance and repair • Parts and products life extension thanks to the circular-economy activities (remanufactured, repaired, reused, recycled products)
End-of-life	• Environmental contamination from hazardous materials in vehicles such as lead-acid batteries, engine oil, oil filter, brake fluid and coolant, air conditioning fluids, pyrotechnic elements used in airbags or seat belt pretensioners, tires • Lack of recovery of valuable components in ELVs that contributes to resource depletion, due to the lack of local waste treatment facilities and our policies for the prevention of usage of hazardous materials, ELVs and batteries treatment to recover materials and avoid waste

The Company’s reliance on critical raw materials creates exposure to risks such as supply disruptions, market

volatility, and environmental regulations, which may influence sourcing strategies and product design. Additional

regulatory risks may emerge from evolving EU and international frameworks that advance circularity.

Policies Related to Resources Use and Circular Economy

ESRS 2 MDR-P, E5-1

The principles of circular economy are being embedded into Stellantis’ business and consumption model, aiming to

extend product lifespan and decrease natural resource usage. These principles cover the entire lifecycle of a vehicle,

from production to end-of-life, incorporating reusable materials, recycled scrap and waste into the production loop.

These principles are included in the recently published Environmental and Energy Policy (“EEP”) described

elsewhere in the document which also addresses the circular economy activity through two main elements:

• Products: designing products to reduce their environmental impact throughout the entire life cycle

• Operations: using resources responsibly, efficiently, and sustainably, promoting the circular economy within

our operations and supply chain.

In 2022, Stellantis created SUSTAINera to manage circular economy activities worldwide and identify aftersales

products. SUSTAINera strategy is based on the 4Rs principles - Reman (Remanufacturing), Repair, Reuse and

Recycle - aiming to extend the lifespan of products and minimize waste.

In 2025, the Company’s circular economy practices were partially converted into operational and technical

standards which will be expanded in the coming years.

We employ eco-design to promote innovation, reduce material consumption and environmental impact as well

as promote the usage of green materials. These activities are driven by environmental regulations and

commitment to increased recyclability, helping us manage resources more effectively and support a responsible

end-of-life treatment for vehicles and materials.

257

In 2023, the Sustainable Raw Materials organization was established with a goal to secure a stable supply of key

materials, particularly for electrified vehicles, focusing on selecting sustainable and responsible processes,

partners and suppliers.

Our eco-design efforts are also geared towards the use of green materials, such as recycled materials from

post-industrial and post-consumer waste, materials of natural origin like wood and plant fibers, and bio-sourced

materials like polymers from renewable resources rather than the petrochemical industry. The purpose of this

action is to transition away from non-renewable resources when reasonably possible, by increasing the use of

these materials in new vehicles, thereby mitigating resource depletion and supporting recycling industries.

We strive to responsibly manage end-of-life products, vehicles, and EV batteries, while seeking ways to reduce

the usage of hazardous substances. Refer to Stellantis Overview - Management of end-of-life products, for

further information on our regulatory matters. To achieve sustainable sourcing and mitigate the associated risks,

the Company has taken several steps, such as limiting and reducing the use of critical materials and securing

supply contracts with critical material suppliers.

Actions and Resources Related to Resource and Circular Economy

ESRS 2 MDR-A, E5-2

We aim to reduce our carbon footprint by developing and securing advanced green materials supply. We

advocate for the circular economy through an eco-design approach, utilizing recyclable and recycled materials

in our products. The Sustainable Raw Materials division defines raw materials commodities strategies, based on

materials technical expertise, and taking into account fulfilling sustainability commitments such as regulatory

compliance, ESG, recyclability, eco-design, and carbon footprint reduction.

We aim to extend the lifespan of parts and of High Voltage Batteries (“HVB”) and ensure responsible End-of-Life

management, including 4R strategy across different activities. Currently we provide at least one solution per

region where we operate.

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Availability of the SUSTAINera 4R on parts (excluding HVBs) and on HVBs in regions

AR_Availability of SUSTAINERA solutions_26-02-10.jpg

Main Initiatives to Improve Responsible Recyclability and to Support end-of-life Treatment

Our practices adhere to the EU ELV Directive, focusing on vehicle design and end-of-life handling. As per the

requirements set in 2015, we should achieve on an annual basis 95 percent vehicle weight recovery with 85

percent of materials being reused or recycled in Europe. We utilize processes to track material and substance

weight and undergo third-party audits following the EU Directive 2005/64/CE. At a vehicle's end-of-life, we

engage in part reuse, material recycling, and energy recovery. To meet these goals, Stellantis operates an

internal network overseeing upstream (eco-design) and downstream (end-of-life services) activities,

collaborating with suppliers, recycling operators, and vehicle manufacturer associations.

In 2025, Stellantis established a partnership with Soremo S.A.S. for a closed loop on aluminum and iron

originating from post-consumer engines. These engines are collected from the Dismantling Center at the

Circular Economy Hub in Mirafiori, Turin, as well as from selected Authorized Treatment Facilities partners. The

recovered materials are recycled to manufacture new engines, reducing the environmental impact of production.

To strengthen control over recyclable materials and reusable components from ELVs, SUSTAINera has begun

internalizing key processes. In addition to the existing Dismantling Center within the Circular Economy Hub in

Mirafiori, Turin — which also manages parts remanufacturing and vehicle reconditioning — a new dismantling

center has been opened in Brazil. These expansions enhance global capabilities in sustainable resource

recovery and support Stellantis’ commitment to circular-economy practices.

Another initiative supporting the recovery of components for reuse, remanufacturing, or recycling is the

collaboration with Qinomic on retrofit solutions. Through a 'win-win' strategy, Qinomic purchases original

Stellantis components required for converting Light Commercial Vehicles to electric vehicles. Simultaneously,

Stellantis repurchases the replaced components, which are then directed to remanufacturing activities at the

SUSTAINera Circular Economy Hub in Mirafiori, Turin.

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Main Initiatives in Eco-design and Circular Economy

Stellantis is including circular-economy principles to transform its consumption model, covering all phases from

design to end-of-life of its vehicles. The Company oversees activities encompassing efficient material use, waste

reduction, and resource conservation.

During the design phase, LCAs analyze the environmental footprints of vehicles and components to identify

areas of environmental impact and potential improvements. The Company also supports eco-design initiatives to

reduce material consumption, develop recycling-friendly components, and foster eco-design methodologies

through various partnerships. The LCAs performed by Stellantis on its vehicles and components analyze the

multi-criteria environmental footprint of a vehicle, its components and materials design. The entire product life

cycle is taken into account, from raw material extraction to manufacturing, use and end-of-life. The most recent

critical review, focused on BEV DS3 Crossback e-tense, was performed by a third-party reviewer panel

according to ISO14040. The results of LCAs help improve our future vehicle designs: (i) highlighting the

environmental advantage of one innovative solution compared to another, and more broadly, the overall

environmental impact of a product, (ii) identifying possible pollution transfers during lifecycle, (iii) highlighting

core environmental impacts and (iv) choosing more environmentally friendly technologies and materials.

The Company employs a “design for circular economy” approach, prioritizing materials and components that

can be easily dismantled, remanufactured, repaired, reused, and recycled. This approach mitigates material

scarcity and reduces the environmental impact of raw material sourcing. In the production phase, Stellantis is

focusing on reusing plant surplus and reducing waste.

As a participant in the International Dismantling Information System (“IDIS”), covering more than 40 countries in

Europe, North America, South America and Asia, Stellantis provides disassembly instructions for its vehicles,

including HVBs, to recycling facilities.

Main indicators of environmental impacts monitored by Stellantis in LCAs


Impact on air	GWP in kg CO2-eq characterizes the average increase in GHG emissions that contribute to global warming (CO2 , CH4, N2O, etc.)
	Acidification potential in kg SO2-eq characterizes the increase in the content of acidifying substances that cause acid rain and decay of some forests (SO2 , etc.)
	Photochemical ozone creation potential in kg ethene eq. characterizes the phenomena leading to the formation of ozone which have harmful effects on human health and on ecosystems (VOCs, etc.)
Impact on water	Eutrophication potential in kg phosphate eq. characterizes the introduction of nutrients such as nitrogen and phosphate compounds that promote the growth of certain algae (NO 2 , etc.)
Impact on natural resources	Potential for the depletion of natural mineral resources in kg antimony eq. (Sb) aims to measure the extraction of mineral resources considered to be non-renewable regarding their reserves on Earth
Impact on natural resources	Potential for the depletion of fossil resources in megajoules (MJ): aims to measure the extraction of fossil fuels regarding their reserves on Earth

Use of Green Materials

Stellantis aims to integrate into its vehicles recycled materials, materials of natural origin (wood and plant fibers)

or bio-sourced materials from renewable resources. The use of these green materials is a key factor in the

supplier selection process as well as the engineering design requirements for parts specifications. Additionally,

Stellantis is enhancing vehicle parts recyclability through partnerships, which helps expand the use of new

green materials across various regions and brands.

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Vehicle Maintenance Phase

Operating under the SUSTAINera label globally, Stellantis offers aftersales services built on circular-economy

principles. The services include providing remanufactured, repaired, reused parts (including HVBs), and

recycled products for vehicle maintenance, extending the product lifespan.

In 2025, the Remanufacturing portfolio expanded with new product lines, such as the first LED headlamps,

Diesel Particle Filter (DPF) tanks and multi-brand brake calipers, and range broadened in Brazil and North

America. At the same time the Reuse offer, continues its expansion in Europe with the introduction in the UK

market. Growth also recorded in the United States through the B-Parts platform and in South America through

dedicated local sales channels offering the used parts recovered from the dismantling center opened in Brazil in

August 2025.

The repair program for automatic gearboxes and electronic components continues to grow in Europe, with an

expanding portfolio of part numbers covering a broader range of vehicle models and a multi-brand offering

recycled products, such as coolant, windshield washer fluid, and engine oil solutions, made from recovered

materials and industrial waste are also part of SUSTAINera aftersales offer initiatives. In October 2025 the range

has been enlarged with the recycled 12 V batteries, first to be launched in the market, with the intention to

expand soon with other product families. These batteries use up to 85 percent recycled materials and by

incorporating 100 percent recycled lead, they already exceed the upcoming European regulations which,

starting in 2030, will require manufacturers to use 85 percent recycled lead in battery manufacturing.

LCA analyses for Europe have been performed using the Sphera’s external databases, an LCA software

provider whose data quality is validated by DEKRA based on ISO 14040/44 standards. The results of the

analysis indicate that this approach can result in a reduction in raw material use and CO2 emissions.

Recycling Activities

• Material Flow Management: Through its circular economy activity, the Company is developing solutions to

recover and reintegrate valuable materials into the manufacturing process, reducing waste and enhancing

resource efficiency and has established a dedicated flow to manage recycled materials and create closed material

loops. This initiative aims to introduce the Company's internal waste into the supply chain and build an efficient

materials ecosystem with various stakeholders. Building on existing aluminum and steel closed loops already in

place in North America and Europe, the material flow management will initially focus on creating loops directly

back to the European foundries using industrial waste, scraps, and obsolete parts to replace virgin materials in

new vehicles and parts production. Plans are underway to expand this initiative to other sources such as after-

sales maintenance activities and ELVs, and other materials including copper, plastics, and batteries. With a focus

on ELVs, SUSTAINera Valorauto, together with its growing network of partners, plays a key role in this mission by

supporting recovery, reuse and recycling of components from ELVs. These efforts not only strengthen the

recycling value chain but also contribute to securing critical material supplies for Stellantis’ industrial operations.

• ELVs Treatment: In adherence to the EU ELV Directive, Stellantis has created take-back networks in EU

states where it operates. Arrangements differ by country and may be handled by a service provider on behalf

of manufacturers, or through a legally mandated collective take‑back program. With the revision of European

regulations relating to ELVs treatment, Stellantis aims to improve vehicle design circularity, increase the

amount of recycled material in new vehicles, and enhance ELVs treatment efficiency. Through its subsidiary

SUSTAINera Valorauto, the Company currently manages ELVs in France, Belgium, and Luxembourg, since

2024, with plans for expansion to further countries. The entity collaborates with authorized treatment facilities to

collect and treat ELVs, recovering parts for reuse, remanufacturing, and recycling. Outside of Europe we tailor

strategies and relevant action plans according to local and regional needs and constraints as follows:

261

• United States: Stellantis is in progress to implement local loops for efficient execution of the circular-

economy strategies;

• China: Stellantis has deepened local partnerships in the field of ELVs and HVBs recycling; and

• Middle East and Africa and South America: Stellantis is investigating and advancing structures and

processes to implement a circular economy model.

• Individual System to Manage ELVs: In response to the French authorities' ELV Decree issued in November

2022, requiring vehicle producers to establish individual systems or opt for a collective system for handling

ELVs, Stellantis has chosen to develop a proprietary system. This system is supported by SUSTAINera

Valorauto and received approval from the French authorities in July 2024. Similar decisions to be taken for an

individual system in other EU countries in 2026 in the context of the new ELV law.

• High Voltage Batteries treatment: Stellantis implements collection and treatment procedures, prioritizes extending

the battery lifespan through remanufacturing, repair, and second-life solutions in non-automotive applications. In

2025, some examples of applications using Stellantis second-life batteries as energy storage have been the

PIONEER project for Rome Fiumicino airport and the AVATHOR ONE medical device. In the final phase of the

treatment process, Stellantis secures recycling contracts with qualified operators for all its brands. The agreements

currently provide coverage at a regional level across Europe, North America, China, Middle East & Africa, and India

& Asia Pacific regions, supporting responsible end-of-life battery management. By 2030, Stellantis intends to

extend this approach to achieve country-level coverage, with at least one solution implemented for every HVB in all

countries where EVs are sold, thereby supporting resource efficiency and reducing environmental impact.

Circular economy of High-Voltage Batteries

Targets Related to Resource Use and Circular Economy

ESRS 2 MDR-T, E-5-3

We aim to mitigate environmental impacts by enhancing our policies and actions, and by measuring these

efforts through metrics disclosed in Resource Inflows Metrics and Resource Outflows Metrics. In particular,

Stellantis aims to launch new vehicles globally that contain an average of 35 percent green materials by 2030.

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Resource use and circular economy


Entity-specific metric	Target
Entity-specific metric	2030
Percentage of green materials on total vehicle weight for new launches	35%

The Green Material ratio represents the percentage, by curb weight, of recycled and bio-sourced materials

relative to total vehicle curb weight. The ratio is calculated on representative vehicles - best sellers vehicles per

powertrain type - and applies only to new launches. The result reflects the average green material content of

new vehicles launched during the year.

The target for Green Material will be monitored on an annual basis by our the raw material team within the

Product Development and Technology function.

Resource Inflows Metrics

E5-4

Description of the Key Resource Inflows

The main materials used (resource inflows) in vehicles are metals, plastics, elastomers, glass and fluids.

Stellantis also uses critical raw materials such as lithium, nickel and cobalt for batteries, and rare earths for

permanent magnets used for ‘e-drive motors. These materials are often indispensable for the transition to

electrified vehicles, nanotechnologies and connected vehicles. In addition, Stellantis uses raw materials

(resource inflows) for packaging, including wood, cardboard, plastics, metals and composites as well as water

as part of its production process (refer to Water and Marine Resources in this statement for additional

information).

Resource inflows


	2025	2024
Total weight of products and technical and biological materials used during the reporting period (million tons)	9.3	9.5
Percentage of biological materials (and biofuels used for non-energy purposes)	1%	1%
The absolute weight of secondary reused or recycled components, secondary intermediary products and secondary materials used to manufacture the Stellantis’ products and services (including packaging) (million tons)	3.0	2.7
Percentage of secondary reused or recycled components, secondary intermediary products and secondary materials	32%	29%

Methodology

The total weight of products and materials is determined based on the total weight of vehicles sold during the year,

considering the curb weight. Suppliers are asked to provide the material composition of vehicle parts, including

recycled and bio content, and to identify hazardous substances using the IMDS database, which is used by the

automotive industry. A representative vehicle is selected for each vehicle model (e.g., Peugeot 3008) with different

powertrains (ICE, PHEV or BEV excluding REEV). From these declarations, material content is calculated for each

representative vehicle and then computed for all vehicles sold in 2025.

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Standards and tools are established and applied to guide eco‑design actions, ensuring that product

development and technology teams consistently monitor and adhere to defined design criteria. Specifically,

standards are established to limit and trace the use of hazardous substances (as described in Pollution in this

statement) and to specify the green material content. Suppliers are informed about technical requirements

relative to eligible green materials based on Stellantis standards together with those for plastic parts to include a

minimum content of green materials.

The percentage of biological materials includes those of natural origin, such as wood and plant fibers, as well as

bio-sourced materials, like polymers derived from renewable resources rather than the petrochemical industry.

Supplier declarations for biomaterials and secondary materials are used to estimate the content for each

representative vehicle. This data is then extended to all vehicles in the family based on sales volumes, covering

92 percent of sales in 2025 (83 percent in 2024). For unrepresented vehicles, a minimum assumption of

secondary or biomaterial content is used.

Resource Outflows Metrics

E5-5

Products and Materials

Circular economy contributes to the eco-design process by providing recycled materials. Since 2023, the green

materials (recycled and bio-sourced materials) approach has been applied to vehicles launched in various

regions.

Durability

Vehicle durability is defined based on the following mileage criteria:

• For North America: 225,865 miles (363,643 km) for passenger cars and light duty trucks, and 150,000 miles

(241,500 km) for Heavy Duty Trucks over 15 years, aligned with the U.S. EPA Greenhouse Gas regulations,

with higher light duty truck mileage applied to passenger cars.

• For Europe and other regions: 50,000 km for micromobility devices, 225,000 km driven for passenger cars and

300,000 km for LCVs over 15 years.

These assumptions reflect the average durability of vehicles taking into account the specific usage in the

regions, in accordance with market average.

Repairability of Parts and HVBs

Currently, there are no regulations or methodologies for calculating a repairability index in the automotive sector.

However, Stellantis incorporates repairability into its product life extension objectives and circular-economy

strategy through the 4R strategy. Specifically, Stellantis offers a “Repair and Return” service for multi-brand

automatic gearboxes and complex electronic parts. Worn parts are removed, repaired, and returned to the same

vehicle, or defective parts are repaired and sold off the shelf. This service has been expanded to include other

repairs, such as HVB, through a network of 30 e-repair centers worldwide. Additionally, Stellantis reconditions

vehicles at the SUSTAINera Circular Economy Hub in Mirafiori, Italy, (complementing existing reconditioning

activities in Europe through our subsidiary Aramis) and at the Vehicle Reconditioning center in Betim, Brazil.

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Recyclability, e-repair centers and ELV indicators


	2025	2024
The rates of recyclable content in products	85%	85%
Number of e-repair centers	30	24
Percentage in weight of ELVs recycled (France, Belgium, Luxembourg)	90%	89%

Methodology

For the rate of recyclable content calculation, vehicles are evaluated for their recyclability according to the ISO

22628 standard. These calculations comply with homologation requirements in some regions and are certified

by notified bodies, such as UTAC (Union Technique de l’Automobile du motocycle et du Cycle). In Europe,

vehicles are at minimum 85 percent recyclable by weight and 95 percent recoverable by weight. These

calculations are based on the material breakdown of the vehicle parts. Using the calculations done on the

vehicles in the different regions, this data is then extended to all vehicles in the family based on sales volumes,

covering 91 percent of sales in 2025 (85 percent in 2024). Due to similar designs and material breakdowns, the

vehicles not covered by this calculation can also be considered with the same estimates to have the same

percentage of recyclability.

Each region reports the number of active e-repair centers, with the total calculated by Global Parts & Services

department.

The percentage of ELVs material recycled is calculated as a weighted average among France, Belgium and

Luxembourg environmental performance, based on ELVs volumes managed directly by Stellantis. ADEME

provides data for France, while SUSTAINera Valorauto provides data for Belgium and Luxembourg.

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SOCIAL SUSTAINABILITY

Own Workforce

Stellantis’ efforts to stay ahead in a rapidly evolving automotive industry, while striving to meet customer expectations

in a highly competitive market, is reshaping the employment landscape. Employees face challenges such as job

redefinition, evolving skill requirements, and the need to adapt to new technologies and sustainability standards.

Stellantis has responded by encouraging professional growth and resilience through training, positive collective

bargaining and open and transparent communication channels. Health, safety, and wellbeing has been embedded

into our business strategy through initiatives like the “We All Care” program and alignment with ISO 45001 standards.

This proactive approach not only helps to safeguard employee wellbeing but also strengthens organizational capacity

to meet business performance and climate goals. Our leadership and governance structure lead and support our

workforce through the various challenges, encouraging innovation and effective action planning.

Stellantis seeks to promote transparency in reporting on working conditions, equal opportunities, and human

rights, and strives to uphold its ethical business standards and values through fair remuneration, occupational

health and safety, and fostering a culture of respect and accountability.

Interests and Views of Stakeholders

ESRS 2 SBM-2

Refer to Stakeholder Dialogue for a Better Mutual Understanding with Society, in this statement and Engagement

with Own Workforce and Workers’ Representatives about Impacts, Employee Involvement, Social Dialogue and

Collective Bargaining as Key Success Factors , and Human Rights for additional information.

Own Workforce Material Impacts, Risks and Opportunities

ESRS 2 SBM-3

We recognize and address material impacts affecting our own workforce, which are key to the success and

quality of our products and our transformation. By addressing these risks and impacts and capitalizing on

opportunities, we aim to create a safe and equal environment for our employees worldwide. Refer to the Material

Impacts, Risks and Opportunities in this statement for additional information.

Own workforce - material IROs


Material Impacts, Risks, and Opportunities		Nature	Value chain
Secure employment	Potential negative impact	Individual incident	£¢£
Non-discrimination	Potential negative impact	Individual incident	£¢£
Gender equality and equal pay for work of equal value	Potential negative impact	Individual incident	£¢£
Occupational health and safety	Potential negative impact	Individual incident	£¢£
Collective bargaining	Potential negative impact	Individual incident	£¢£
Flexibility in working conditions	Actual positive impact		£¢£
Social dialogue	Actual positive impact		£¢£
Adequate wages	Risk		£¢£
Reputational and controversy risks	Risk		£¢£
Employee engagement	Opportunity		£¢£
Right skills and roles for innovation	Opportunity		£¢£

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

266

As part of our assessment of impacts on our own workforce and across our value chain, Stellantis distinguishes

between impacts that stem from individual incidents and those that are systemic in nature. Individual incidents

are isolated, discrete, or localized events that lead to negative impacts but do not reflect a broader pattern. In

contrast, systemic impacts are widespread, structural issues that often occur across specific regions and are

linked to persistent, underlying challenges rather than one‑off events.

The actions outlined in this section are designed to mitigate negative impacts, manage risks, and leverage

opportunities as part of our aim to promote continuous improvement. These actions are not tied to specific targets,

unless explicitly stated otherwise.

Own Workforce Management

Own Workforce Policies

ESRS 2 MDR-P, S1-1

Stellantis has numerous policies that address impacts relating to its workforce. All employees (full and part time,

permanent and fixed term) and non-employees (temporary agency workers and contractors) are expected to

operate in adherence with the Code of Conduct, which includes our commitments and expected behaviors for

the management of our workforce such as a commitment to non-discrimination, ensuring health and safety at

work, and abiding by the ethical values Stellantis seeks to instill in our daily working environment. Refer to

Corporate Governance - Stellantis Policies elsewhere in this report for more information.

Through dedicated policies we extend this commitment to more specific topics related to our workforce such as

occupational health and safety and employee wellbeing, employee involvement, social dialogue and collective

bargaining, attraction of talent, and continuous learning and development.

To address potential occupational health and safety impacts, Stellantis has its Wellbeing Health and Safety

(“WHS”) Policy, which encompasses all workers, including remote, on-site, temporary agency workers, and

contractors, as well as visitors. With the central aim of preventing any work-related harm, it provides optimal

health and safety standards, and fosters conditions for wellbeing and motivation, which are crucial for personal

prosperity and Company performance. This is embodied in the Company's “We All Care” program and regularly

monitored by the CHRSO.

The Stellantis commitment to health, safety, and wellbeing focuses on achieving the highest levels of health and

safety for all employees, contractors, and temporary workers and aligns with international health and safety

standards such as ISO 45001. Employee workplace wellbeing, health, and safety are top priorities for Stellantis,

and are promoted in our workplace by leveraging employee experiences and involving stakeholders,

employees, representatives, the medical community, and management. Refer to Wellbeing, Health and Safety

included in this statement for more information.

Our Human Rights Policy demonstrates a global commitment to advocating human rights, labor rights, and fair

working conditions. It includes strict prohibitions against forced, compulsory or child labor, support for freedom

of association, and safeguards to prevent complicity in human rights abuses. The Human Rights Policy sets

clear expectations for stakeholders, business partners, and employees on issues such as human trafficking,

zero tolerance for violence, and employee wellbeing.

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Stellantis is dedicated to upholding human rights and treating our workforce with fairness, respect, and dignity,

in line with international frameworks like the United Nations Universal Declaration of Human Rights, the OECD

Guidelines for Multinational Enterprises, and the ILO Declaration on Fundamental Principles and Rights at Work.

This commitment extends to all our global operations and is integrated into our business decisions and strategic

plans. We also emphasize compliance with local legislation, such as the French Duty of Vigilance and the UK’s

Modern Slavery Act. Our Human Rights Policy, approved by the Human Rights and Ethics Committees, is

published in multiple languages. Refer to Human Rights included in this statement for further information about

our human rights approach and management.

Our Human Rights Committee was established in 2023 to provide oversight and governance of the Human

Rights Policy and program globally. Along with the CHRSO, the Human Rights Committee evaluates the strength

and applicability of the existing human rights control framework and presents plans to strengthen controls or

develop new ones.

Engagement with Own Workforce and Workers’ Representatives about Impacts

ESRS 2 SBM-2, S1-2

Cultural and legal differences drive us to engage with our employees through various channels, including direct

communication, employee representatives, and trade unions. In countries such as Egypt and the United Arab

Emirates (“UAE”), where there are no employee representatives, we enhance communication through live

events. In jurisdictions with union representation, we negotiate collective bargaining agreements in alignment

with local requirements, some of which are reviewed on an annual basis.

Our engagement with employees involves various global, regional, and local approaches. These include

communications about strategic direction and advancements, regular discussions with employee

representatives via various forums, councils, and negotiation events, annual global employee surveys (including

mental health surveys where applicable), and interactions with the leadership team for direct feedback. The

majority of our white-collar and blue-collar workers are provided with digital access to our intranet portal,

enabling them to interact with communications and company-related content. Obligatory information is shared

and cascaded to all employees via digital channels and in-person meetings in every region that we operate.

Additionally, policies and procedures are made available internally through the intranet and local platforms. The

effectiveness of our engagement approaches with our workforce are reviewed during discussions with employee

representatives, alongside feedback from the employee survey, which allows for verbatim comments. The

outcomes of the survey are reviewed by management, with resulting action plans. These are communicated to

employees via the intranet and cascaded through management communications.

For each of the IROs outlined in this section, management decisions, including targets, are made in consultation with

employee representatives when required by local law, ensuring a collaborative approach. These decisions are

facilitated through the various mechanisms previously mentioned, fostering open and structured dialogue. For

further details on how this consultation process is applied to the management of specific impacts and risks, refer to

Employee Involvement, Social Dialogue and Collective Bargaining as Key Success Factors.

268

Grievances (Channels to Raise Concerns) and Processes to Remediate Negative Impacts

S1-3, S1-17

The Integrity Helpline Whistleblowing Policy provides guidelines for reporting and managing Code of Conduct

violations, including discrimination and harassment. Concerns can be reported by anyone associated with

Stellantis through supervisors, Human Resources, Compliance, legal departments, or directly to the Integrity

Helpline. Reports can be made anonymously where permitted, with strong anti-retaliation protections for

reporters. Refer to Corporate Governance - Stellantis Policies in this report for additional information about our

Code of Conduct and Integrity Helpline.

In 2025, further internal communication campaigns were aimed at promoting awareness of the Integrity Helpline

to continue improving employee confidence in the whistleblowing process. Through its Ethical Culture Survey,

the Company gauges employee trust and awareness of the organization’s reporting pathways including the

Integrity Helpline and perceptions toward the overall ethical climate of the Company. The results of the survey

are used to take targeted actions to improve transparency, communication and support for ethical behaviors. In

the 2025 Ethical Culture Survey, blue-collar employees were also invited to participate and respond to a shorter

set of questions.

The Integrity Helpline is managed by a specialized independent service provider and utilized by trained

personnel in the Audit and Compliance department for conducting investigations. Critical concerns raised by

reports are analyzed and, when appropriate, specific corrective action plans and disciplinary measures are

implemented. Examples of these measures include revising procedures, assigning responsibilities, and

deploying training to reaffirm expected business conduct standards. Action plans are monitored, and

completion verified, with validation from the regional and global Ethics and Compliance Committees.

In 2025, a total of 2,788 incidents (2,270 in 2024) were reported through the Integrity Helpline. Of these, 1,625

were related to "Harassment and Internal Working Environment" (1,346 in 2024), and 379 were related to

"Discrimination and Retaliation" (359 in 2024). Across all channels in 2025, 2,240 incidents (1,892 in 2024) were

reported pertaining to discrimination and harassment.

No severe human rights incidents were reported during the year. Severe incidents are defined as cases

involving child labor, forced labor, human trafficking, or other serious human rights violations under international

standards that result in significant harm or legal consequences.

If employees at Stellantis face discrimination, bullying, or sexual harassment, or if they witness such incidents,

they can seek assistance from several contact points. These include supervisors or managers, Human

Resources, employee representatives, and various workers group representatives. All reports are thoroughly

examined, followed up, and, if necessary, result in disciplinary actions.

Additional points of contact include the Integrity Helpline and internal channels such as the Business Practices

Office (“BPO”). Concerning cases of discrimination, harassment, and other labor law or working environment

issues reported through these channels in 2025, Stellantis incurred material fines and damages totaling €0.4

million (no material fines or damages were paid in 2024). This amount has been recognized in the line item

Selling, general and other costs in our Consolidated Income Statement.

269

Equal Treatment and Opportunities

Actions and Resources and Targets

ESRS 2 MDR-A, S1-4, MDR-T, S1-1, S1-5

The Stellantis Code of Conduct and Human Rights policies emphasize our anti-discrimination principles and

practices, with mandatory periodic training and certification of adherence to these principles. Stellantis is

committed to maintaining a fair workplace, free from favoritism, violence, harassment, or discrimination of any kind.

Our approach, “Opportunity for All, Inclusion at the Core & Belonging”, is guided by three principles:

empowering meritocracy to drive performance, respecting local traditions and contexts, and finding global

common ground while considering regional specificities and complying with all applicable legal requirements.

At Stellantis, career progression is based on meritocracy, supported by a diverse workforce representing over

162 nationalities across six regions. We foster an inclusive environment that values different perspectives,

assures equal opportunities, and maintains zero tolerance for discrimination. By creating a workplace where

everyone feels respected and empowered, we strengthen employee engagement, enhance customer

satisfaction, and drive business performance.

The Company adopts business practices that support gender equality within the global Stellantis organization

and across the automotive industry. These practices include, among others, processes to promote equal pay for

work of equal value in the determination of compensation levels, annual salary reviews and merit-based salary

increases, provision of flexible working opportunities to support work-life balance arrangements and events to

foster interest in technical careers.

The Dutch Diversity Act (the “Act”) also requires our Dutch holding company and those Dutch subsidiaries that

qualify as “large companies” to adopt appropriate and ambitious target figures for senior management, together

with an action plan to support their achievement. In accordance with the Act, we report annually to the Dutch

Social and Economic Council (Sociaal-Economische Raad, “SER”) via the SER Diversity Portal on our objectives,

action plans and progress, and the SER publishes these reports. Our SER reporting covers only the Dutch

entities that fall within the scope of the Act and does not extend to our non-Dutch subsidiaries. For the Dutch

entities within scope, we currently apply a gender diversity target of at least 30 percent by 2030. Any targets

established under the Act are aspirational and do not constitute quotas or reserve positions. We do not provide

preferential treatment based on sex or any other legally protected characteristic. All workplace decisions -

including hiring, promotion, compensation and termination - are made based on qualifications, experience and

merit, subject to applicable law. Our approach emphasizes legally compliant, process-based practices rather

than outcome-based goals. Because legal frameworks differ by country, we do not impose targets established

under the Act in the U.S. or in instances where it would impact our U.S. workforce.

In 2025, women held 25 percent of Top Management positions (26 percent in 2024).

Stellantis Employee Resource Groups welcome participation from everyone, regardless of background. These

groups are designed to foster an environment where all employees can share experiences, support one another,

and contribute to our collective success. Various resource groups are active locally, with three operating

globally:

• Women of Stellantis: Focuses on the promotion of opportunities within the workplace and significantly

contributes to the Company’s cultural transformation.

270

• DIVERSE•abilities Network: The group supports, represents and advocates for the global disability community

through knowledge sharing, capacity building, promoting accessibility in all forms, and fostering resilience

whilst eliminating stigma and barriers surrounding disability.

• STEP: Stellantis Employees for the Planet: Stellantis’ third global business group, created in 2025, bringing

together employees committed to the respect of planetary boundaries.

Characteristics of Stellantis’ Workforce and Diversity Metrics

S1-6, S1-9

Workforce headcount by country with more than 50 employees, representing at least 10 percent of its total number

of employees


2025
	Brazil	France	Italy	United States	Total
Women	9,851	6,859	6,612	15,385	38,707
Men	23,474	31,546	28,584	34,668	118,272
Not disclosed	—	—	—	2	2
Total	33,325	38,405	35,196	50,055	156,981
Percentage of total workforce headcount	13%	15%	14%	19%


2024
	Brazil	France	Italy	United States	Total
Women	7,157	7,127	7,185	15,352	36,821
Men	20,237	32,670	31,475	34,699	119,081
Total	27,394	39,797	38,660	50,051	155,902
Percentage of total workforce headcount	11%	16%	16%	20%

Workforce headcount by gender and category


2025
	Permanent contract	Fixed-term contract	of which non-guaranteed hourly workers	Total	Percentage
Women	51,899	7,595	717	59,494	23%
Men	178,552	21,158	1,046	199,710	77%
Not disclosed	2	—	—	2	—%
Total	230,453	28,753	1,763	259,206	100%


2024
	Permanent contract	Fixed-term contract	of which non-guaranteed hourly workers	Total	Percentage
Women	49,367	5,453	409	54,820	22%
Men	178,931	15,121	784	194,052	78%
Not disclosed	11	—	—	11	—%
Total	228,309	20,574	1,193	248,883	100%

Reported employee numbers consist of headcount as of December 31, 2025, and 2024 (including

unconsolidated subsidiaries), for permanent and fixed-term employees, as well as for full and part-time and non-

guarantee hourly employees.

¹⁰ The turnover rate is calculated based on the assumption that the employee had a permanent contract, having a valid termination

reason. Terminations on December 31 are not included but counted the following month. Turnover rate = (leavers as described /

permanent employees HC in December 2024)*100

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In 2025, 19,867 employees (20,723 in 2024) with a permanent contract (or of undefined duration) left the

employment of Stellantis, of which 8,823 left voluntarily (10,418 in 2024). This represented a turnover rate 10 of 8

percent (8 percent in 2024) and a turnover rate of 6 percent (6 percent in 2024) without redundancies and

transfers of undertakings.

Workforce by age and gender


2025
	Women	Men	Not disclosed	Total	Percentage
Up to 30 years old	11,058	29,968	—	41,026	15.8%
30–50 years old	31,266	92,611	2	123,879	47.8%
50+ years old	17,170	77,131	—	94,301	36.4%
Total	59,494	199,710	2	259,206	100%


2024
	Women	Men	Not disclosed	Total	Percentage
Up to 30 years old	8,605	25,056	5	33,666	13.5%
30–50 years old	29,564	91,814	4	121,382	48.8%
50+ years old	16,651	77,182	2	93,835	37.7%
Total	54,820	194,052	11	248,883	100%

Workforce by category and gender


2025
	Women		Men		Not disclosed
	Number	Percentage	Number	Percentage	Number	Percentage
Blue collars	38,560	21%	141,430	79%	—	—%
White collars	20,677	26%	57,502	74%	2	—%
Top Management/SLT	257	25%	778	75%	—	—%
Total	59,494		199,710		2


2024
	Women		Men		Not disclosed
	Number	Percentage	Number	Percentage	Number	Percentage
Blue collars	34,436	20%	135,109	80%	7	—%
White collars	20,112	26%	58,182	74%	4	—%
Top Management/SLT	272	26%	761	74%	—	—%
Total	54,820		194,052		11

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Workforce by type of contract and region


2025
	Enlarged Europe	North America	South America	Middle East & Africa	China and India & Asia Pacific	Total
Fixed-term contract	12,831	7,892	3,237	3,505	1,288	28,753
Permanent contract	111,397	72,374	35,628	6,709	4,345	230,453
Total	124,228	80,266	38,865	10,214	5,633	259,206
Percentage	47.9%	31.0%	15.0%	3.9%	2.2%	100%


2024
	Enlarged Europe	North America	South America	Middle East & Africa	China and India & Asia Pacific	Total
Fixed-term contract	8,824	4,779	2,284	3,162	1,525	20,574
Permanent contract	118,044	70,795	30,365	4,645	4,460	228,309
Total	126,868	75,574	32,649	7,807	5,985	248,883
Percentage	51.0%	30.4%	13.1%	3.1%	2.4%	100%

Characteristics of Non-Employees in the Stellantis’ Own Workforce Metrics

S1-7

In 2025, Stellantis reported 13,312 (15,111 in 2024) temporary agency workers (non-employees in own

workforce), primarily composed of the blue-collar category. These workers are needed to manage higher

workload, sick leave and vacation absences. The headcount was collected from January to December 2025 and

calculated based on the average.

In 2025, the number of 83 self-employed individuals (31 in 2024) is based on headcount from data collected

from all entities between January and December 2025. Due to the nature of service contracts, Stellantis may not

always be able to distinguish between self-employed contractors and other types of contractors.

The contractor headcount of 43,103 in 2025 (40,279 in 2024) is an estimation based on the number of access

passes to the sites, where service contracts do not specify the number of workers, or actual headcount where

that data exists. The estimation is calculated using the average data from January to December 2025. Typically,

contractors are employed for security services, maintenance, ICT support and canteens.

Persons with Disabilities

S1-12

Percentage of employees with disabilities by gender


	2025		2024
	Women	Men	Women	Men
Employees	3%	3%	4%	3%

The percentage of employees with disabilities subject to legal restrictions on data collection (data that cannot be

lawfully collected) was 3.36 percent in 2025 (3.46 percent in 2024). These individuals were identified through

various means, including self-identification at point of hire or during employment, occupational health medical

reports, and communications via employee resource groups. Stellantis implements a global approach in support

of people with disabilities through various collective agreements. This approach includes offering employment

opportunities, raising awareness, supporting integration, and providing adjusted work solutions.

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Human Rights

Human Rights Approach

S1-1, S1-2

Addressing human rights concerns involves several internal departments, including Human Rights, Purchasing,

Compensation and Benefits, and those relating to Environment, Health, and Safety, all of whom play a crucial

role. Their perspectives inform our approach to risk mitigation and policy development. Ensuring ethical conduct

also involves departments like Audit and Compliance, Public Affairs, Legal, and Communications, which embed

human rights considerations into our corporate fabric and operations. These internal departments are engaged

through comprehensive risk assessments, including surveys, focus groups, due diligence and in-depth

interviews.

Our approach to human rights is guided by the UN Guiding Principles on Business and Human Rights and has

been informed by insights and best practices from interactions with counterparts in the automotive sector, as

well as other industries in accordance with our Stakeholder Engagement Policy. We actively respond to

engagement requests from stakeholders and participate in industry associations confronting human rights

challenges. Our commitment is to maintain a dynamic and responsive program, while striving to be at the

forefront of human rights protection in every aspect of our business. Stellantis seeks to apply standards that

protect our workers, enhance our integrity, and provide effective grievance mechanisms. We do not tolerate

harassment or discrimination in any form. Stellantis remains vigilant to actively monitor and mitigate potential

violations. During the reporting period, Stellantis was not aware of any incidents relating to serious human rights

violations involving child labor, forced labor or human trafficking in our operations.

Actions and Resources to Prevent and Mitigate Human Rights Risks

ESRS 2 MDR-A, S1-4

Our approach to labor and human rights is rooted in key policies and global frameworks, including: protecting

freedom of association and collective bargaining rights, engaging local communities to assess and mitigate

social impacts (refer to the Affected Communities in this statement), conducting human rights reviews and

impact assessments, respecting indigenous rights and fostering equitable relationships, strengthening our

governance structure to promote ethical business practices, and implementing anti-corruption training and

reporting programs to maintain corporate integrity.

Training

Stellantis offers communication and awareness training to educate, inform and engage with employees on our

Human Rights Program. Educational videos and e-learning training all support the Code of Conduct, GRPG and

other policies covering human rights topics. Content is tailored to key audiences, such as the Purchasing

department, Human Resources and Health and Safety employees, various levels of management and other key

teams to help employees understand how to apply and uphold human rights in their daily work. Training also

focuses on how to report any concerns, including examples to ease the reporting process.

The pilot training on Human Rights for blue-collar employees was conducted in 2025 and will be extended

globally throughout 2026.

274

Corporate Human Rights Risk Assessment

In line with our Human Rights Policy, Stellantis conducts an annual human rights risk assessment across global

departments and manufacturing facilities using the Danish Institute Assessment Guidelines. The risk assessment

surveys highlight potential human rights, health and safety, and environmental risks, identifying gaps in policies

and practices. In 2025, 488 surveys (over 400 surveys in 2024) were distributed globally. The updated

assessment methodology, including geographical and industry risk factors, resulted in a broader range of risk

scores and highlighted areas for improvement.

Audits

Stellantis performs a minimum of one global internal audit per year. The audit scope is risk-based and focuses on

critical human rights issues, such as child and forced labor, operations in high-risk regions (e.g., corruption or

conflict zones), responsible supply chain sourcing, and internal and supplier-focused training and communication.

The primary objective of our human rights audits is to assess the adequacy and effectiveness of controls and

governance over key processes, including communication and training for buyers and Human Rights champions,

supplier risk mapping and management practices, integration of human rights considerations into mergers and

acquisitions due diligence processes, and evaluation and review of human rights mapping frameworks.

275

Child and Forced Labor

Stellantis has introduced a mechanism to enforce adherence to global labor norms, with a particular focus on

preventing child and forced labor. Our approach is aligned with international frameworks such as the ILO

Conventions No. 138 and No. 182, the UN Guiding Principles on Business and Human Rights, and the OECD

Guidelines for Multinational Enterprises. This allows us to conduct ongoing audits and assessments that provide real-

time insights into potential risks concerning underage employment and instances of forced labor. By doing so, we

aim to guarantee that our operations and those of our partners regularly meet both legal and ethical requirements.

We have not recorded any confirmed incidents of child labor in our operations during the reporting period.

Stellantis operates in multiple regions globally, including areas identified by international organizations as having

elevated risks of forced or compulsory labor. These risks are particularly relevant in direct operations such as

logistics and manufacturing. To address these concerns, Stellantis has implemented a due diligence framework

that includes internal workforce screening, contractual clauses on labor standards, and regular audits focused

on labor rights. We prioritize monitoring in regions with the potential for labor rights violations such as Southeast

Asia, Sub-Saharan Africa, and parts of Latin America where socio-economic vulnerabilities and limited

regulatory enforcement may increase exposure to human rights risks. Our own operations in these areas are

subject to preventive measures including enhanced monitoring, workforce audits, stakeholder engagement, and

targeted training to mitigate potential violations. As of the reporting period, no confirmed incidents of forced or

compulsory labor have been identified within our own workforce.

We have established a process to determine adherence to international standards regarding the minimum age

of workers and permissible work for individuals under 18 years, including routine audits and monitoring in high-

risk regions. When potential issues are raised by stakeholders in our operations, NGOs, or media, we investigate

the matter. Our due diligence approach is tailored to each incident, depending on the nature of the inquiry, and

is based on severity and stakeholder impact. In cases of non-compliance, we implement appropriate remedies

and take corrective actions, ensuring that any violations are promptly addressed and resolved. We maintain

accessible grievance mechanisms that allow workers to report concerns anonymously and safely, promoting

timely and effective remediation. Regular communication and targeted training promote awareness of labor

rights. We engage with local stakeholders, including civil society organizations and labor unions, to better

understand contextual risks and co-develop preventive strategies.

Human Rights Targets

ESRS 2 MDR-T, S1-5

Though Stellantis seeks to improve the robustness of its Human Rights Program, and establish controls to

prevent human rights violations, no specific targets were set as of December 31, 2025.

Employee Involvement, Social Dialogue and Collective Bargaining as Key Success Factors

ESRS 2 MDR-A, S1-4, S1-8

Stellantis prioritizes social dialogue, focusing on employee participation through the annual global survey and

fostering trust with trade unions via collective bargaining and works council agreements. This approach aims to

foster a fair transformation, mitigation of business interruptions (e.g., strikes or work stoppages), and prevention

of reputational damage. Employee representatives are engaged at global and local levels, with dedicated

meetings to share the current and upcoming situation and strategy. In mergers and expansions, employee

representatives are involved early to integrate entities into the social dialogue strategy and collective bargaining

agreements. The CHRSO, who oversees Stellantis’ global social relations, advises the Board of Directors

regarding key orientations relating to employee involvement, social dialogue and collective bargaining.

276

As of December 31, 2025, 89.5 percent of employees (90 percent as of December 31, 2024) were represented

by unions or employee representatives, with 85 percent (85 percent in 2024) of employees covered by collective

bargaining agreements (469 and 531 agreements were signed in 2025 and in 2024, respectively).

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

representatives. This collaborative method with social partners aims to anticipate and manage upcoming

transformations, and emphasize trust, transparency, and pragmatic solutions to reconcile economic and social

performance. Our social relations strategy is based on six key commitments. For more information regarding

these commitments, refer to Trade Unions and Collective Bargaining included elsewhere in this report.

Actions and Resources Supporting Social Dialogue and Employee’s Involvement

ESRS 2 MDR-A, S1-4, S1-8, S1-11

To support our co-construction approach, we have established a labor relations organization at both corporate

and local levels. Agreements are communicated through government databases, intranet, and email. Unions

introduce themselves to new employees and maintain contact via email lists, personal meetings, etc. Regular

meetings with local unions and employee representatives enable the HR team to promptly resolve issues. Where

applicable, workplace inspections, risk assessments, and discrimination complaints are handled collaboratively

with trade unions and employee representatives, with complex cases involving the Audit and Compliance team

or external mediation. Practices vary by country, respecting local laws.

Stellantis dedicates significant resources to managing social and labor relations, focusing on training programs,

like Team2Win, and coaching initiatives for team leaders, supervisors, shift managers, and plant managers. The

current strategic plan involves employees in identifying best practices and addressing business models and

human capital risks.

During 2025, we maintained active dialogues with various employee representation bodies, including European

and North American unions (IndustriALL, UAW and Unifor respectively) and transnational entities. Created in

2024, a joint Stellantis European Works Council (“EWC”) became fully established and operating effectively in

2025, replacing the three former European bodies of PSA, FIAT, and Opel Vauxhall. In 2025, two ordinary

meetings were held, including dedicated deep-dive sessions with the Select Committee, which is a smaller

group of employee representatives elected from the full EWC, who maintain continuous dialogue with central

management outside of full EWC meetings. Throughout the year, the body was regularly informed and, where

necessary, consulted. EWC members received updated strategic insights on key topics such as manufacturing,

supplier strategy, quality, and other relevant areas.

Social climate monitoring continues to be conducted in each region or country with the objective to provide

insight, create common understanding, allow forecasting on a corporate level and define further action plans, as

needed. HR representatives from all countries with an industrial footprint participate in a monthly poll, sharing

information about work rhythms, atmosphere, manufacturing, product development and technology, sales, union

activities and local policies. These criteria enable the sharing of information relating to the state of the social

climate from within the workforce to allow for actionable planning and preparedness.

Since 2021, employees have been engaged through cross-functional teams to identify and standardize best

practices. Particular attention is paid to those individuals within our workforce who could be deemed to be vulnerable,

such as our blue-collar employees, temporary workers and those employees that are not represented by unions.

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Social relations and workforce management are vital for engaging employees in our ESG process. Stellantis'

electrification transformation strategy has and will continue to be a key topic with social partners, aiming for a

common understanding to achieve sustainable mobility. Anticipating future skill requirements and continuous

improvement are pursued through active social dialogue with unions and public authorities. This engagement

helps accelerate our transformation and mitigates risks like strikes and employee dissatisfaction.

All employees in our workforce are covered by social protection programs or benefits to mitigate income loss due

to sickness, unemployment, employment injury, disability, parental leave, and retirement, with four exceptions. In

Algeria and Mexico (0.7 percent and 7.6 percent of the workforce in 2025, respectively), there is no governmental

unemployment coverage, and Stellantis has no additional program. In the UAE, Egypt, and Malaysia (0.05

percent, 0.01 percent and 0.1 percent of the workforce in 2025, respectively), there is no governmental retirement

pension scheme. However, in the UAE, employees receive a gratuity payout upon leaving the Company, based

on tenure and basic salary. Temporary agency and non-employee workers have the same access to public

programs as Stellantis employees. Working hours in every host country comply with or are less than the legal

working week or industry standards. Stellantis has implemented flexible working hours, or banks of hours, in most

countries with industrial or logistics facilities, determining working hours on an annual or multi-year basis.

Targets on Employee Involvement, Social Dialogue and Collective Bargaining

ESRS 2 MDR-T, S1-5

Progress made toward targets for collective agreements


Entity-specific metrics	Targets			Results
Entity-specific metrics	2025	2030	2040	2024	2025
Percentage of countries with more than 150 employees covered by collective agreements	92%	95%	100%	96%	96%

This target is monitored regularly at a global level and reported with the social climate by the CHRSO to the

Board of Directors.

Collective Bargaining Coverage and Social Dialogue Metrics

S1-8

Percentage of employees covered by collective bargaining agreements per employment category


	2025	2024
	Percentage of employees covered	Percentage of employees covered
Blue collars	93%	93%
White collars	66%	66%
Total	85%	85%

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Collective bargaining coverage for countries with more than 50 employees, representing more than 10 percent of total employees


2025
Coverage Rate	Collective Bargaining Coverage		Social Dialogue
Coverage Rate	Employees – EEA⁽¹⁾	Employees – non-EEA (Region)⁽¹⁾	Workplace representation (EEA⁽¹⁾ only)
0-19%	N/A	N/A	N/A
20-39%	N/A	N/A	N/A
40-59%	N/A	N/A	N/A
60-79%	N/A	North America	N/A
80-100%	France, Italy	South America	France, Italy


2024
Coverage Rate	Collective Bargaining Coverage		Social Dialogue
Coverage Rate	Employees – EEA⁽¹⁾	Employees – non-EEA (Region)⁽¹⁾	Workplace representation (EEA⁽¹⁾ only)
0-19%	N/A	N/A	N/A
20-39%	N/A	N/A	N/A
40-59%	N/A	N/A	N/A
60-79%	N/A	North America	N/A
80-100%	France, Italy	South America	France, Italy

⁽¹⁾ European Economic Area

Work-Life Balance Metrics

S1-15

Stellantis supports and promotes work-life balance by aiding caregivers, when possible, with childcare

subsidies, flexible work schedules, and job-sharing opportunities.

All employees are eligible for parental leave, in the event of having a child, together with family care leave,

provided the Company has been duly informed of the circumstances.

Percentage of employees that took family care and parental leave by gender, as a percentage of total employees⁽¹⁾


	2025			2024
	Men	Women	Total	Men	Women	Total
Family care leave used	7%	14%	9%	8%	19%	11%
Parental leave used	2%	3%	2%	3%	4%	3%
Total	9%	17%	11%	11%	23%	14%

⁽¹⁾ The data is based on data collected until December 31, 2025. The 2024 data was based on data collected until October 31, 2024, with

an estimation for the end of the year.

279

Compensation and Benefits Practices - Living Wages

Compensation and Benefits Practices Actions and Resources

ESRS 2 MDR-A, S1-4, S1-10, S1-11

Compensation and Benefits Practices – Living Wages

Stellantis’ compensation philosophy promotes and rewards leadership and performance through three main

objectives: rewarding results, providing competitive market-driven packages, and attracting and retaining key

talent. This approach addresses IROs related to adequate wages and equal pay for work of equal value. Aligned

with the UN Declaration of Human Rights, Stellantis ensures fair and livable wages through a global framework

based on equal pay for equal work, market-based compensation, non-discrimination, and pay-for-performance

principles. We also engage in good faith negotiations with recognized labor organizations, resulting in 111 salary

agreements in 2025 (192 in 2024).

To determine credible living wages and validate that all Stellantis employees are receiving a livable wage we

subscribe to the Fair Wage Network, a global authority on living wage amounts for over 200 countries and cities.

A living wage is defined as the level of pay that enables employees to meet basic needs such as food, housing,

healthcare, and other essentials, without reliance on public assistance. HR leaders in each country monitor and

adjust compensation to comply with our livable wage framework during annual salary reviews or negotiations

with employee representatives. Stellantis determines its lowest wage by identifying the lowest pay category

among its employees, excluding interns and apprentices, and calculating it based on the basic wage plus any

fixed additional payments guaranteed to all employees. This assessment is carried out separately for each

country in which Stellantis operates. All full-time employees within Stellantis receive a living wage.

In 2025, Stellantis recognized the contributions of approximately 47,103 white-collar employees (55,500 in 2024)

through performance-based incentives, such as the Stellantis Annual Incentive Plan (“SAIP”). These programs

reinforce our commitment to merit-based recognition, driving motivation and engagement. At the beginning of

each year, managers and employees set missions and key metrics, with progress reviewed throughout the year

and achievements finalized at year-end.

Employee Savings Plan

Employees from several countries have been provided an opportunity to invest in Company shares. As of

December 31, 2025, employee savings plans excluding Long-Term Incentives (“LTI”) totaled €521 million (€527

million as of December 31, 2024), including 81 million Stellantis shares (64.8 million in 2024). Following our initial

“Shares to Win” program in November 2024, in September 2025 we offered preferential conditions to our full and

part-time employees, where legislation allows, to become shareholders through the program. Employees in 20

countries subscribed to 7.6 million shares (9.7 million in 2024).

Health and Welfare Benefits

Where the local social system does not provide sufficient health and welfare benefits, the Company offers or

supplements these benefits for employees, aligning with competitive local practices. Refer to Note 20. Employee

benefits liabilities within the Consolidated Financial Statements elsewhere in this report for more information.

280

Remuneration Metrics (Pay Gap and Total Remuneration)

S1-16

Compensation gap


	2025	2024
Ratio of salary gap between executive compensation and median salary ⁽¹⁾	120.75	469.28

⁽¹⁾ For comparability purposes, all employee compensation amounts were converted into U.S. dollars using consistent exchange rate

assumptions. For the purpose of the CEO pay ratio, the CEO’s 2025 remuneration reflects total compensation earned during the year,

including periods prior to and following appointment as Chief Executive Officer. Details of CEO remuneration are disclosed in Table 1 of

the Remuneration Report.

The median employee compensation was determined using individual full-time employee remuneration data,

calculated across the eligible population to derive a Company-wide median figure. This approach provides a

direct and representative view of employee pay distribution.

The CEO Pay Ratio disclosed in the Remuneration Report found elsewhere in this report follows a different

methodology, using the average employee compensation rather than the median. This approach aligns with

financial reporting standards and reflects an aggregated view of remuneration. Since average compensation is

typically higher than the median due to outliers, this can lead to differences between the two reported ratios.

Our gender pay gap was 1.06 percent in 2025 (1.11 percent in 2024). Stellantis’ gender pay gap is calculated in

accordance with ESRS as the ratio between the weighted average remuneration of women and the weighted

average remuneration of men, calculated at country level and aggregated across the Company. This

methodology provides a high-level view of gender-based pay differences across Stellantis’ diverse geographies

and business activities. As such, it reflects structural and organizational factors, including workforce composition

by country and function. This metric does not take into account individual-level factors such as job role, seniority,

experience, education, or local market conditions, which may significantly influence compensation outcomes.

Consequently, while the gender pay gap indicator offers an important overall perspective, it does not in isolation

represent equal pay for equal work within the organization.

Stellantis recognizes the limitations of a single aggregated indicator and continues to complement this analysis

with more granular internal reviews to support fair and equitable compensation practices.

Wellbeing, Health and Safety

The Company identifies high-risk activities as those that involve significant physical, environmental, or

ergonomic hazards, such as assembly line operations, machine operations, and maintenance work on heavy

machinery and tools, as well as potential exposure to harmful substances or possible burns. Work-related ill

health encompasses a wide range of acute, recurring, and chronic health issues caused or exacerbated by

workplace conditions or practices. These health problems include musculoskeletal disorders, skin and

respiratory diseases, malignant cancers, diseases caused by physical agents (such as noise-induced hearing

loss and vibration-related diseases), and mental illnesses like anxiety and post-traumatic stress disorder.

Ensuring proper safety protocols, regular training, and the use of personal protective equipment are crucial in

mitigating these risks and safeguarding the health and wellbeing of these employees. Our “We All Care” Health

and Safety Policy and Wellbeing Health and Safety Management System supports a comprehensive assessment

of these risks and provision of timely response.

281

Wellbeing, Health and Safety Actions and Resources

ESRS 2 MDR-A, S1-4

Employee Survey

The Stellantis annual global employee survey, launched in 2022 and continued annually, provides critical data to

drive improvement for employees’ working conditions. The global employee survey conducted in 2025 achieved

a 75 percent participation rate (71 percent in 2024). The survey results showed an increased level of motivation

above the benchmark and in alignment with Company values. Opportunities for improvement include working

conditions, workload, and communication with employees.

The first dedicated survey on mental health and psychosocial risks was implemented in the majority of countries

in early 2023 and continued in 2024, with the next edition scheduled for 2026. The consolidated results showed

good performance regarding high stress and fatigue indicators. Analysis of the drivers at team level made it

possible to develop dedicated action plans, in addition to those related to the employee survey.

Systems and Standards

Stellantis adopts a holistic approach to wellbeing, health and safety, encompassing both physical safety and

emotional wellbeing. This approach, known as “My Wellbeing”, is integrated into our operating systems for all

sites. The program focuses on physical health, safety, ergonomics, and psychosocial risks, aiming to enhance

employee wellbeing and make Stellantis a great place to work.

Stellantis offers a range of health and nutrition programs, sports groups, training facilities, and coaches. Within

our regions, we sponsor employee sports teams, provide wellness coaches in North America, offer gaming

clubs and learning events in China, and organize physical activity challenges in Middle East & Africa and South

America, together with activities that enhance overall health. The SIS health and safety domain enhances

wellbeing, health, and safety at manufacturing sites through preventive measures and employee collaboration.

Training focuses on health and safety, policy compliance, and promoting preventive behaviors. Employees

participate in safety initiatives and provide feedback via alert and safety conversation tools. The Global Care

Management System (“GCMS”) integrates health and safety management across all Stellantis non-

manufacturing sites, including service providers, and adapts to such settings by testing and adjusting

requirements as needed.

Stellantis complies with ILO’s occupational health and safety recommendations (ILO OSH 2001) and ISO 45001

standards through its GCMS. An internal auditing program, which includes activities likely to produce Serious

Injuries and Fatalities (“SIF”), and potential Serious Injuries and Fatalities (“pSIF”) is completed on an annual

basis.

Each manufacturing unit is staffed with qualified safety professionals providing oversight on regulatory

compliance and developing team capability to manage safety risks. Non-manufacturing locations also have

dedicated safety resources.

All manufacturing locations in North America are certified to ISO 45001, with all regions utilizing the Plan-Do-

Check-Act (“PDCA”) cycle of continual improvement to reduce injury rates and meet obligations. Most non-

manufacturing locations use the same PDCA principles to achieve improvement in these areas.

282

Health and Safety Priorities

Initiatives and Actions

One of our priorities is to keep our workforce safe and therefore we set our Lost Time Injury Rate (“LTIR”) target

to remain under 1. To assist with this, Stellantis focuses on preventing life-altering injuries by identifying root

causes of SIF and pSIF incidents. All manufacturing locations are trained to identify a pSIF incident and

implement preventive measures. A global program oversees SIF elimination, promoting common standards and

action plans. Worker representatives are involved in implementing these standards.

Flexible Work Approach and Digital Tools Adoption

In 2025, the Company employed a flexible work approach, providing digital tools to aid with remote working, whilst

also having the flexibility to reconnect in the workplace with colleagues, improving employee health and quality of

life. This hybrid model allowed employees to work from home or other locations, contributing to our carbon

footprint reduction and reduction of commute time. Our grEEn-campus initiative reimagines our buildings to

support these new ways of working, promoting co-development, collaborative working and collective intelligence.

To create a healthy work-life balance, we have implemented regional initiatives like the "Every Action Counts"

program, which offers tips on managing time and meetings. Additionally, we have established the right to

disconnect in certain countries to prevent digital fatigue and respect personal time. Our guidelines on digital

disconnection and the proper use of digital tools further support employee wellbeing.

Risks and Programs

• Physical Safety Risks: Hazards are identified and controlled via workplace and task risk assessments.

Workers are trained to report potential harm to their supervisors or Health and Safety professionals.

The SIS Health and Safety domain applies risk management to identify major risk areas and implement

preventive actions within manufacturing sites, inclusive of production and non-production areas. Stellantis

prioritizes preventing fatalities, disabilities, injuries, and illnesses by analyzing workplace hazards and

exposures. Risk areas include physical, ergonomic, chemical, and psychosocial risks. The Heinrich Pyramid is

used as a preventive tool to make people aware of and detect unsafe behaviors and conditions before they

have a chance to become an injury however, if injuries do occur, Stellantis works to identify causal factors and

implement corrective actions. The three essential safety behaviors, shared via the SIS “Can Do” booklet and

other global communication forums, are: stop if you are not trained for a task or if safety is at risk, speak up and

intervene if you have any concerns about anyone's safety, and always listen if someone shows concern for your

safety and work together to resolve the issue. At a local level, sites complete risk assessments for workstations

and tasks, reviewing them after incidents. Accidents are analyzed using the PDCA cycle methodology. The

main types of work-related injuries are lacerations, contusions, and strains from slips, trips, and falls.

• Regulatory Risks: Regulatory risks are managed in our manufacturing facilities through effective risk

management and reduction procedures. As a global company, Stellantis operates in regions with varying

health and safety regulations. To avoid noncompliance and potential fines, Stellantis has developed global and

regional standards for high-risk areas, such as hazardous energy control, working at height, and working with

HVBs. Each site conducts self-assessments to confirm standard implementation and identify any gaps that

must be closed. Global WHS audits are also conducted to verify standards implementation.

283

• Ergonomic Risks: For musculoskeletal health, Stellantis specifies good practices and tools within the SIS.

Preventive and corrective ergonomics, early care, and treatment are promoted and implemented wherever

internal resources are available. A comprehensive health action plan focuses on musculoskeletal health,

gathering the best practices to prevent illnesses. This plan is being implemented across different regions in an

effort to achieve sustainable mid-term improvements.

• Health Risks: Health risks include a variety of conditions that lead to business risk and employee concerns.

Addressing these risks through risk analysis decreases absenteeism, workplace violence, and potential self-

harm while increasing emotional wellbeing, motivation and employee engagement.

• Psychosocial Risks and Mental Health: Psychosocial risks, including work-related stress, are common in the

automotive industry. Stellantis uses a data-based methodology to assess these risks, complementing

regulatory requirements. Efforts are being made to increase mental health literacy, provide access to

Employee Assistance Programs (“EAP”) for mental health and psychosocial concerns, as well as extend our

network of Mental Health First Aiders. The mental health strategy includes breaking taboo communications,

survey results, information for managers, HR, and WHS teams, and health team involvement. Social workers

assist employees with personal and professional issues, providing advice and support. Stellantis offers

medical services at manufacturing sites and off-site family, health, and wellness centers in North America.

Where consistent with local law, Stellantis monitors employee stress, fatigue and wellbeing and provides

necessary anonymous feedback to management.

• Contractor and Visitor Risk: In accordance with our policies, visitors receive health and safety information

upon arrival. Temporary employees receive appropriate training before starting work, supplemented with on-

site training. Contractors must meet minimum safety standards and complete risk assessments to confirm their

work does not create additional hazards.

Risk Analysis and Prevention

Stellantis conducts periodic occupational risk assessments and exposure evaluations. The results are reviewed

annually and revised where necessary. Occupational follow-up includes monitoring and examinations to assess

fitness for work and potential limitations. Health teams respect confidentiality by securely storing and monitoring

health-related information using compliant IT solutions, while organizing emergency care for our workforce.

Training Programs

Mandatory training and certification requirements are established for all global operations and facilities. Health

and safety protocols are implemented at all workplace locations. In 2025, employees completed 426,949 hours

of safety training (457,782 in 2024). Mental health initiatives include training, EAPs, surveys, and access to

mental health first aiders. E-learning and targeted training programs related to mental health are available to all

employees, with a dedicated masterclass for managers that started in 2024 and continued in 2025. Following a

successful pilot in 2025, specific mental health training for our blue-collar population is expected to be rolled out

globally in 2026.

284

Health and Safety Targets

ESRS 2 MDR-T, S1-5

Stellantis targets are aligned to our WHS and Human Rights Policies. We set targets in 2021 to reduce total

recordable injuries, which require treatment beyond first aid, by 50 percent by 2030. Each entity has its own

targets (against which WHS leaders and plant managers are evaluated), and the rate of recordable injuries

decreased in 2025, demonstrating the effectiveness of risk prevention and actions. As health and safety is

integral to the SIS management system, health and safety KPIs are used to monitor the manufacturing

operations, including total recordable injury rate, lost time injury rate, serious injuries and absenteeism. While

many KPIs have improved, we have experienced a slight increase in the number of serious injuries and fatalities

within the contractor population at our manufacturing sites. Our Contractor Management Procedure has

therefore been reviewed and updated, with implementation of the changes progressively being introduced

throughout Q1 2026.

During 2025, additional due diligence actions have been incorporated into our incident reporting process to

verify that all injuries are recorded correctly and consistently.

Progress made toward targets for health and safety


Entity-specific metrics	Targets			Results
Entity-specific metrics	2025	2030	2040	2024	2025
Lost-time injury frequency rate (LTIR/1,000,000 hours worked)	<1	<1	<1	0.92	0.70

The Lost Time Injury Rate (“LTIR”) target is monitored on a monthly basis and reported to the Board of Directors

by the CHRSO annually.

Health and Safety Metrics

S1-14

Percentage of workers covered by an occupational health and safety management system by employment category


	2025			2024
Share in %	Employees	Temporary Workers	Contractors⁽¹⁾	Employees	Temporary Workers	Contractors⁽¹⁾
Occupational H&S management system coverage	96%	96%	78%	97%	89%	82%

⁽¹⁾ All contractors on site (including intelligent services and other services)

Total number of recordable injuries per hour worked


	2025			2024
	Hours worked	Recordable Injuries⁽¹⁾	Total Recordable Injury rates	Hours worked	Recordable Injuries⁽¹⁾	Total Recordable Injury rates
Employees	429,407,368	983	2.29	423,379,524	1,161	2.74
Workers who are not employees but whose work / workplace is controlled by the organization	17,932,009	66	3.68	19,937,683	135	6.77
Total	447,339,377	1049	2.34	443,317,207	1,296	2.92
Contractors	26,815,126	102	3.80	44,649,415	49	1.10

⁽¹⁾ Excluding travel to and from home

285

Total number of fatalities


	2025	2024
	Number of fatalities
Employees	1	1
Workers who are not employees but whose work / workplace is controlled by the organization	—	—
Contractors	2	1

Lost days from injuries


	2025		2024
	Lost days	Lost Time Injuries	Lost days	Lost Time Injuries
Employees	12,900	282	16,237	361

Occupational illnesses: actual lost days


	2025		2024
	Lost days	Illnesses	Lost days	Illnesses
Employees	5,888	286	20,977	439

Talent Management (Skills for the Future)

ESRS 2 MDR-A, S1-4

We draw on our global and diverse workforce to identify and develop top talent to drive the Company towards

achieving its objectives. In an effort to achieve effective hiring goals and a positive candidate experience, in

2025 we continued the implementation of the Global Talent Acquisition Transformation Strategy started in 2024,

covering the following strategic drivers: strategic, proactive and agile talent acquisition partners, simple and

efficient processes with clear KPIs, positive experience and employer brand.

Talent Management Actions and Resources

Stellantis manages its own workforce through the implementation of job families, aligning organizational

effectiveness with talent management. By integrating these job families into its governance framework and

Global Talent Acquisition Strategy, Stellantis positions its workforce to support the Company's business model.

Talent Acquisition

Stellantis reinforced global recruitment processes, policies and standards to attract, assess, onboard, and

integrate new talent with consideration of equal treatment and opportunities by strengthening our Talent

Acquisition expertise, ensuring improved collaboration and partnership between global and regional teams. We

introduced candidate‑focused tools to enhance experience through the recruitment process, together with

data‑driven assessments, unbiased recruitment training, and a global hiring policy to support consistent and fair

practices. In addition, we implemented a global employer brand strategy that positions Stellantis as an attractive

workplace, supported by coordinated HR and Communications campaigns on social responsibility and our

value proposition.

286

Talent Management

To address skills shortages and align with market trends, Stellantis has a robust Employee Talent Journey

focused on performance. The journey begins with managers and all white-collar workers setting objectives and

business performance targets for the year ahead. They then discuss the employee’s aspirations and required

leadership behaviors as outlined in the Stellantis Leadership model. Career planning is considered, allowing

employees to identify concrete career steps, with discussions on potential next positions based on performance,

aspirations, leadership behaviors, technical skills, and experience. Behavioral and value ratings, based on the

Company values defined in the Code of Conduct, are identified through self-assessment and confirmed by their

manager. Finally, development actions are proposed, with managers and employees working together to identify

top developmental priorities.

Throughout the year, employees work towards their targets with managerial support and feedback.

Our expertise community, including fellows and senior fellows, is vital to research, experimentation, and external

partnerships. This community of technical contributors develops top-tier skills in critical areas, supporting

innovation, defining technical roadmaps and sustainable operational performance. The macro-domain grid

associated with our expertise community and job family structure is reviewed annually to leverage technology

and anticipate future trends.

Targets for Talent Management

S1-5

While Stellantis has many goals to achieve its talent management objectives, there are no related strategic

targets at this time.

Training

ESRS 2 MDR-A, S1-4

Stellantis aims to create a culture of continuous learning through actions in two main axes:

• Combining “push” actions recommended by the Company with “pull” actions chosen by employees, monitored

through indicators like time distribution, self-development hours, and monthly active employees; and

• Design learning initiatives based on their main purpose:

• Common ground: Initiatives related to common values, leadership behaviors, and safety and wellbeing rules,

measured by program completion and employee involvement;

• Employability: Providing or reinforcing technical skills for short and medium-term efficiency;

• Enable the future: Supporting the strategic plan by providing knowledge and skills for digital transformation,

new mobility and just transition topics, customer centricity, carbon zero processes, entrepreneurship, new

ways of working and other critical domains.

287

Training Actions and Resources

The Company spent approximately €163 million on training during 2025 (€133 million in 2024), delivering around 2.7

million hours (2.6 million in 2024) of training to approximately 233,026 employees (approximately 236,420 in 2024).

Employability

As part of our DMA, we have identified material negative impacts associated with the topic of secure

employment. To mitigate potential job losses amid ongoing regulatory and strategic changes, we have

continued with and implemented several programs in 2025 to strengthen employees' skills and equip them for

emerging changes in a dynamic automotive industry:

• We trained 57,353 employees (8,348 in 2024) through our Data & Software Academy.

• A total of 41,822 employees (122,911 in 2024) received training on topics related to BEV technology and the

electrification transition within several professions to adapt their skills.

• White-collar employees were invited to complete training on Generative AI, in order to build their knowledge

and understanding of how technology could be used to assist in their everyday roles.

• The Electrification Academy expanded its reach through face-to-face and digital formats, including the Electrification

Routes initiative, which delivered micro learning, newsletters, and hub content to over 41,000 employees.

• Stellantis and Amazon continue to collaborate to deploy Amazon’s technology and software expertise across

Stellantis’ organization. Through the TechXelerate program, 2,899 people were trained (4,900 in 2024),

supporting tech transformation, developing skills around cloud, innovation, and customer centricity.

• Customer service and quality training remained a priority, with a number of white-collar employees attending

Customer Centricity Masterclasses, together with DFSS and Reactive Problem Solving courses throughout 2025.

Targets on Training

ESRS 2 MDR-T, S1-5

Learning Global Targets (Effectiveness)

Stellantis is committed to reskilling and upskilling its employees. For 2025 the Company aimed for at least 13

percent of technical employees in software, data, and engineering roles to complete a minimum of 24 hours of

technical training. This goal was exceeded, reaching 16 percent in 2025 (12 percent in 2024).

Access to training remains a key target, as Stellantis strives to provide continuous learning opportunities for all

employees. Despite a challenging year focused on short-term priorities, the access rate improved from 94

percent to 95 percent in 2025. Although the 2025 target of 96 percent was not met, the Company remains

dedicated to achieving data proficiency, with a target of 100 percent for all active employees by 2030.

Progress made toward targets for training


Entity-specific metrics	Target			Results
Entity-specific metrics	2025	2030	2040	2024	2025
Access rate to training (No. of employees trained/total number of employees)⁽¹⁾	96%	100%	100%	94%	95%
Percentage of technical engineering reskill/upskilling	13%	30%	50%	12%	16%

⁽¹⁾ Access rate to training with FTE still employed as of December 31, 2025

288

Targets are tracked in our Learning Management System and constitute the percentage of all employees trained

through this platform. Locally, results are discussed with employee representatives during regular meetings.

Targets are updated yearly to reflect previous year results and current year priorities. These objectives are

monitored and managed globally on a monthly basis and reported to the Board of Directors by the CHRSO.

Training and Skills Development Metrics

S1-13

Performance and career development reviews for employees by category and gender


	2025			2024
In percentage	Women	Men	Total	Women	Men	Total
Blue collars	21%	26%	25%	18%	26%	24%
White collars	92%	93%	93%	92%	98%	96%
Top Management/SLT	98%	97%	97%	88%	96%	93%
Total	46%	45%	46%	46%	47%	47%

Average number of training hours for employees by category and gender


	2025				2024
(in number of hours per employee)	Women	Men	Not disclosed	Total	Women	Men	Not disclosed	Total
Blue collars	7.50	8.81		8.53	7.74	8.78	—	8.56
White collars	15.90	15.50	16.83	15.61	13.51	15.49	—	14.98
Top Management/SLT	12.18	5.67		7.29	8.53	6.54	—	7.07
Total	10.44	10.73	16.83	10.66	9.86	10.78		10.58

Workers in the Value Chain

Stellantis actively aims for responsible practices across its value chain to protect human rights and create

long‑term value across all tiers of its global network.

Responsible Purchasing Practices Through Stakeholder Engagement

ESRS 2 SBM-2

Engaging with stakeholders along the value chain is central to Stellantis’ approach to fostering mutual

understanding, anticipating environmental, social, and economic risks, and identifying opportunities for value

creation. Through meaningful dialogue at local and global levels, we aim to adapt our business model and

propose solutions to evolving societal and technological expectations. For more details on our Stakeholder

Engagement Policy, refer to Stakeholder Dialogue for a Better Mutual Understanding with Society in this

statement.

Our ongoing interaction with stakeholders informs our due diligence process and DMA, managed at the

operational level by relevant business functions. In accordance with the Stakeholder Engagement Policy, we

track key dialogues to identify stakeholder expectations on sustainability and update our practices as

appropriate. This analysis is shared with the ESG Committee of the Board of Directors on an annual basis.

Additionally, the Integrity Helpline provides our stakeholders with a secure, anti-retaliation channel for reporting

issues with potential negative impacts.

289

Workers in the Value Chain Material Impacts, Risks and Opportunities

ESRS 2 SBM-3

The types of workers in our value chain include those on Stellantis’ premises (Stellantis-employed, third-party

employed, Tier 1-N employed) and those outside Stellantis premises (Tier 1-N supplier employed) involved in

both upstream and downstream activities (including JV workers). As an OEM, the majority of workers in our

supply chain are blue collar. We also have white-collar workers, primarily in administrative and engineering

roles, with a higher concentration in the upstream value chain.

As part of the Stellantis DMA for 2025, the following IROs were identified as directly connected to our strategy

and business model, particularly through our sourcing practices, supplier relationships, and operational

footprint. Refer to Material Impacts, Risks and Opportunities in this statement for additional information.

Workers in the value chain - material IROs


Material Impacts, Risks and Opportunities		Nature	Value chain
Precarious working conditions	Potential negative impact	Individual incident	¢££
Occupational health and safety	Potential negative impact	Individual Incident	¢££
Respect of human rights	Potential negative impact	Individual incident	¢££
Training and skills development	Actual positive impact		¢££

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

Workers in the Value Chain Policies

ESRS 2 MDR-P, S2-1

We have established an executive-level governance structure, including a Human Rights Committee that

oversees our responsible purchasing and sustainability approach through regular reporting and approval of key

actions. Implementation and maintenance of related measures are executed at the operational levels. This

structure supports compliance with our Code of Conduct and Human Rights Policy as well as our aim to uphold

the values addressed in our GRPGs. It is designed to enable effective risk management and continuous

improvement in line with evolving regulatory expectations.

We regularly evaluate our activities with a focus on risk management , transparency, and accountability. Stellantis

aims to improve conditions for all contributors to our value chain and help to uphold and respect fundamental rights.

290

Global Responsible Purchasing Guidelines

Our GRPGs, representing the Stellantis Supplier Code of Conduct, align with the OECD Guidelines for

Multinational Enterprises on Responsible Business Conduct as well as the values expressed in ILO principles

and confirm our ambition to embed these standards in our business activities. The GRPGs address compliance

with laws, regulations, social and ethical principles, environmental protection and sustainable procurement

including training and support for small and local suppliers. This includes the promotion of and compliance with

internationally accepted human rights standards and public commitment to human rights, including support for

vulnerable groups, local communities and non-retaliation. It also covers freedom of association and the effective

recognition of the right to collective bargaining, combating any forms of forced or compulsory labor, child labor,

and modern slavery, including human trafficking. Additionally, it involves combating discrimination in terms of

hiring and occupation, implementing anti-corruption measures, and preventing conflicts of interest and money

laundering. The GRPG addresses compliance with the legal minimum wage in national legislation or collective

bargaining agreements while seeking to provide workers and their families with decent wages to afford

reasonable and adequate shelter, food, and other necessities. It aligns working hours with ILO Conventions 1

and 30 and health and safety at work. The implementation of an Environmental Management System, such as

ISO 14001 certification, bans the use of prohibited substances and materials. Suppliers are encouraged to

obtain sustainability commitments from their own suppliers consistent with those required by Stellantis and to

secure appropriate supply chain transparency. The GRPG also address the use of minerals originating from

areas of conflict and expects suppliers to focus on research for recycled materials, as well as on protection of

animal welfare, to implement policies for GHG emissions reduction and prevention of deforestation and land

conversion. Measures are taken to address identified risks, as well as corrective actions for suppliers potentially

or currently involved in human rights infringements. The GRPG calls for a risk based due diligence approach

and includes action plan monitoring, maintenance of appropriate grievance reporting mechanisms, and

reporting of non-compliance, along with the communication of measures put in place.

Given the critical role suppliers play in upholding our sustainability ambitions, Stellantis expects them to address

sustainability risks - outlined in GRPGs - across both their own operations and their supply chains. We monitor

the acceptance status of the GRPG by suppliers as part of our goal to conduct business only with those

governed by these guidelines. Stellantis monitors the content of the GRPG to keep it up to date with changing

regulatory requirements, evolving sustainability standards, stakeholder expectations, internal risk assessments,

and continuous improvements identified through operational experience. The most senior person responsible for

the implementation of the GRPGs is the Chief Purchasing Officer. Through these efforts, Stellantis seeks to

secure its supply chain and intends to boost the performance of suppliers, who are called on to introduce

sustainability policies within their own organizations and with their supply and subcontracting chains.

291

Stellantis’ focus areas in the extended supply chain

AR_Potential salient human rights impact & Value Chain collaboration in the extended supply chain_26-02-17_v2.jpg

We consider the interests of stakeholders when evaluating the long-term strategy for sustainable value creation

as it pertains to supply chain management. Stakeholder engagement feedback is analyzed in accordance with

our Stakeholders Engagement Policy. Refer to Stakeholder Dialogue for a Better Mutual Understanding with

Society in this statement for further information.

292

The Purchasing organization is the interface between Stellantis and its suppliers, and responsible for meeting

legal and regulatory requirements under its scope, while mitigating exposure risk from its supply base by driving

Stellantis suppliers to comply with sustainability related requirements. Purchasing coordinates actions centrally,

internationally, and locally as needed. This requires close work with other internal departments such as product

development and technology, logistics, quality, industrial and program teams within Stellantis and with outside

stakeholders. Within Purchasing, a central purchasing function coordinates actions and activities around

managing material impacts, risks, and opportunities related to workers in the value chain, including refinement of

tools, reports and training.

Sustainability is integrated into our daily purchasing activities. Buyers, as the main supplier contacts, work to

meet all contractual obligations and expectations, including the GRPGs. They raise awareness of requirements

and verify that supplier sustainability performance meets the necessary standards for sourcing opportunities.

Stellantis' policy for sourcing activities requires that sustainability performance is considered and reviewed

globally on a risk-based approach, with the goal of confirming that responsible purchasing practices are in

place with selected suppliers. We award business to suppliers that we believe share our values and can

maintain required compliance and performance. If supplier performance is below acceptable levels, an action

plan to correct issues is required and must be approved by Purchasing middle management. Follow-up

assessments are then conducted to monitor implementation. Non-compliance may result in the termination of the

business relationship.

Impacted Stakeholders

S2-2

Our supply chain consists of Tier 1, Tier 2, Tier 3, to Tier N suppliers in the metal, plastics, electronics, and other

industries. Stellantis has a direct contractual relationship with nearly 2,000 Tier 1 suppliers in direct material.

Direct contractual relationship with Tier 1 suppliers in direct materials


	2025	2024
Number of Direct Tier 1 Suppliers	>1,900	> 2,000
Number of Countries of our Supply Base	>60	>50
Amount of Purchases Worldwide	> €88 billion	> €81 billion

Our supply chain has two main distinguishing features. Firstly, it is complex and involves numerous participants,

from receiving customer orders, which begins with the engagement with our suppliers for materials, goods, and

services, through delivery to our customers worldwide. Secondly, it relies on its ability to successfully supply

thousands of possible component combinations, which is dependent upon successful supplier operations.

Recognizing the increased need for information in the supply chain, Stellantis works toward visibility that reaches

back to the origin of key materials where possible on a risk-based approach. We aim to identify and address

ESG risks, including social and human rights concerns, with the ambition to build trust and safeguard people

connected to our business relationships.

We consider the interests of vulnerable groups within our value chain and recognize their need to be respected

and the importance of monitoring their treatment. This is underpinned by considering these groups in several of

our activities described in this report. Vulnerable people along our value chain may include:

• Migrant workers: often employed in manufacturing plants, these workers may face exploitation due to their

precarious legal status, language barriers, or lack of local support networks;

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• Low-wage workers: employees in parts of the supply chain where wages are insufficient to meet basic living

standards, often found in countries with lower labor costs;

• Workers potentially affected by gender-based discrimination, harassment, or unequal pay, particularly in male-

dominated industries;

• Indigenous peoples: communities whose lands and resources may be exploited without fair compensation or

consent, impacting their livelihoods and cultural heritage. Refer to Affected Communities in this statement for

additional information; and

• Temporary or contract workers: these workers often lack job security, benefits, and protections that permanent

employees enjoy, making them more susceptible to exploitation. Refer to Own Workforce in this statement for

additional information.

Stellantis understands that identifying vulnerable individuals in the Stellantis value chain is essential for

maintaining ethical and sustainable practices. This involves assessing various stages, from raw material

extraction to distribution, to identify risks of exploitation, unsafe conditions, or unfair wages, with special attention

to regions with weaker labor laws. By conducting audits, and collaborating with Non-governmental

Organizations (“NGOs”) and Civil Society Organizations (“CSOs”), Stellantis gains a better understanding of

local vulnerabilities, enabling the Company to implement targeted measures and address human rights risks

more effectively.

Human Rights in the Value Chain

We recognize human rights as fundamental principles that protect dignity and foster respect across our value

chain, including our operations, partnerships, and communities. As a UN Global Compact signatory, we target

adherence to key documents such as the OECD Guidelines, the UN Declaration of Human Rights, and the UN

Convention Against Corruption. We implement preventive measures to meet social and ethical standards

inspired by ILO rules, including the abolition of child and forced labor, and the UN Guiding Principles on

Business and Human Rights. Our GRPGs aim to prevent violations of social principles, including child and

forced labor in our supply chain. Refer to Global Responsible Purchasing Guidelines in this statement for further

information.

Stellantis is determined to reduce the use of raw materials that carry environmental and social risks. Additionally,

we strive to ensure companies or individuals in legal business activities are not harmed by our efforts to avoid

using minerals that are illegally obtained. To this end, we work to promote responsible sourcing in all regions. If

we identify concerns regarding the sourcing of raw materials, the suppliers are expected to address the

concerns and potentially arrange alternative sources. The Company thus seeks to exercise its duty of care and

foster sustainable procurement. Mining gold, tin, tantalum, and tungsten might increase certain risks described

in the OECD Due Diligence Guidance Annex II, especially in Conflict-Affected and High-Risk Areas (“CAHRAs”).

In accordance with required U.S. and EU regulations, Stellantis requires best efforts of transparency from its

suppliers about the origin of raw materials and minerals used in this context.

Human rights impacts can manifest at various stages in our value chain, ranging from raw material extraction to

recycling and reuse. Violations of labor rights continue to persist within global supply chains, despite existing

governmental regulations and corporate commitments to uphold ethical standards. Our approach to determining

IROs is described in Double Materiality Assessment section elsewhere in this statement. Stellantis has identified

the following two key material topics as it relates to stewardship over human rights and supporting a safe,

secure and enabling workplace for value chain workers:

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• Child labor/forced labor: The global scale of Stellantis' operations and supply chain presents an inherent risk

of child and/or forced labor. We are committed to eradicating these practices through audits, supplier

engagement, and adherence to international labor standards. In addition, our Human Rights Policy explicitly

addresses the need to identify and quickly mitigate any instances of child and forced labor.

• Compliance with human rights regulations: Due to the Company's broad geographical presence and the

diversity of laws and standards across our operations, there is an increased risk of non-compliance,

necessitating focus on measures to mitigate these risks. Stellantis collaborates with its suppliers to uphold fair

labor practices. When gaps are identified, corrective action plans are implemented to address them

effectively. Additionally, external training resources are available to help suppliers enhance working conditions

and safeguard workers’ rights, including the ability to engage in social dialogue, form associations, and

participate in collective bargaining. These measures contribute to a fair and equitable workplace underpinning

Stellantis’ aim for open and constructive communication with its supply base.

We have established a dedicated task force to identify and address instances of forced labor, conducting risk-

based due diligence and leveraging advanced mapping techniques to comply with regulatory standards and

end-to-end accountability. In 2025, we expanded our monitoring systems to further strengthen our ability to

detect and prevent labor risks.

Engagement With the Value Chain

S2-3

Stellantis maintains direct access with Tier 1 suppliers via contracts and various channels and expects them to

communicate closely with their Tiered suppliers. Workers in the value chain can communicate perspectives

directly through the Stellantis Integrity Helpline and during onsite audits or in connection with follow-up activities

on correction of any critical/major non-compliance findings. Through these channels, Stellantis is able to improve

the efficacy of our engagement throughout the value chain with monitoring of these communications and timely

response to concerns raised. Close attention is given to potential human rights concerns through specialized

human rights risk investigations conducted by our BPO in collaboration with our Human Rights Office.

Stellantis conducts annual business reviews with top suppliers to ensure alignment of key objectives and foster

collaboration at the highest organizational levels. These reviews are led by senior purchasing executives,

including the CPO, divisional leadership, and the manager responsible. Discussions encompass all dimensions

of the partnership, including social and environmental performance.

Purchasing managers and buyers oversee daily interactions with suppliers, which include sustainability-related

topics such as third-party assessments, GRPG compliance, and GHG reduction initiatives. To further strengthen

our commitment, subject matter experts on Corporate Sustainability are appointed across various levels of the

Purchasing organization. These experts provide guidance on sustainability issues and support the development

and monitoring of corrective action plans.

Regional Purchasing representatives contribute localized expertise and facilitate communication on

sustainability matters both with suppliers and internally within Stellantis.

The Purchasing Sustainability team holds overarching responsibility for globally defining sustainability-related

processes and conduct due diligence activities with suppliers. This includes the development of training

material, contributing to public disclosure, and conducting supplier audits on a risk-based approach.

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Supplier portals and third-party resources support and inform suppliers on sustainability topics including

updated policies, communications and expectations, as well as on legal and regulatory developments. Our

annual Supplier Awards highlight the strategic importance of supplier relationships. In 2025, Stellantis awarded

20 top suppliers in categories including sustainability, carbon footprint reduction, and raw material performance.

Award-winning suppliers must meet assessment criteria, including a favorable supplier assessment scorecard, a

robust decarbonization roadmap, and collaboration in the Conflict Minerals program, if applicable.

Employees, suppliers, dealers, customers, and other stakeholders are encouraged to report any concerns

regarding situations, events or actions that may be inconsistent with our Code of Conduct through the Integrity

Helpline. These concerns are reported anonymously and protected by a strong Anti-retaliation Policy. They can

also request advice about the application of the Code of Conduct, made available through supplier portals,

emails and our public website. Refer to Grievances (Channels to Raise Concerns) and Processes to Remediate

Negative Impacts in this statement for additional information on our Integrity Helpline.

Workers in the Value Chain Actions

ESRS 2 MDR-A, S2-4

Identification and Mitigation Approach of Human Rights Related Risks in the Supply Chain

Stellantis leverages both internal and external tools and services to maintain an effective framework for

identifying and mitigating human rights risks within its Supply Chain.

We assess our Tier 1 supply base using criteria related to the environment, workforce, ethics, and sustainable

procurement practices. This assessment, performed on an annual basis by an independent third party,

EcoVadis, is a prerequisite for future business relationships and remaining on the Stellantis supplier panel.

Corrective action plans are identified in the assessment, which helps mitigate risk and support suppliers in

meeting Stellantis’ standards. Special focus is dedicated to low score suppliers in this context.

A yearly reassessment tracks supplier’s sustainability performance and aims for continuous improvement,

supported by available training. The EcoVadis Rating Framework includes: sustainability risk profiles on

industries, risk profiles by country based on the EcoVadis list that includes 250 categories for 185 countries,

supplier sustainability performance assessment knowledge, as of December 31, 2025, based on more than

150,000 suppliers globally assessed from various industries; and collection of additional information from

sources including unions, NGOs / CSOs, media or data-collection specialists.

The supplier training curriculum covers purchasing, quality, supply chain management, manufacturing, finance,

and engineering. Dedicated classes and external training from Automotive Industry Action Group (“AIAG”) and

EcoVadis focus on sustainability topics such as responsible working conditions, environmental impacts, ethics,

and conflict minerals.

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Stellantis maintains a comprehensive risk rating assessment calculation that considers specific country,

commodity, and raw material risks, combining these with EcoVadis scores to evaluate ESG risks, including

potential human rights violations. Country risks are regularly reviewed and updated using authoritative sources

such as CAHRAs, the Heidelberg Report Indices, and World Bank data. The Company’s risk assessment

process also identifies countries with heightened risks for vulnerable value chain workers, considering child and

forced labor, including those exposed to geopolitical, economic, or material-related challenges, as well as areas

with increased risks of forced or compulsory and/ or child labor, such as Madagascar, Indonesia, India, DRC,

China. The trend to greener and climate-neutral operations, like electrification and the effect on supply chains,

with a particular focus on high-risk activities like refining, mining, and labor-intensive manufacturing is also

considered. This graduated approach ranges from sustainability assessments to targeted on-site audits,

especially for high-risk supplier types in the battery supply chain, ensuring ongoing due diligence and

monitoring of potential negative impacts. Raw materials used in Stellantis products, such as aluminum, cobalt,

copper, gold, graphite, lead, leather, lithium, manganese, mica, nickel, rare earths, rubber, steel, tantalum, tin,

and tungsten are assigned with a risk level and regularly evaluated and updated.

In addition, on-site audits are conducted for suppliers identified as high-risk based upon specific sustainability

criteria, such as country risk (e.g., countries that are not-signatories to United Nations human rights conventions,

such as the International Covenant on Civil and Political Rights (“ICCPR”) or the International Covenant on

Economic, Social and Cultural Rights (“ICESCR”), or countries with questionable governance) and supplier-

industry or raw-material risk. These social and environmental audits are performed by an independent third-party

service provider. We have partnered with SGS S.A., a globally active assessment, auditing and certification

company using an audit checklist covering sustainability policy, human rights (including forced, compulsory and

child labor), working conditions, workplace health and safety (including occupational injury or illness),

environment, and supplier sustainability management system. There are protocols in place to manage audit

activities, including meetings with SGS S.A. to track progress made and issues or concerns are addressed.

Local auditors are used who are fluent in the site's language and knowledgeable of local laws. The third-party

auditor creates a report for each audit, including corrective action plans, which is shared/cosigned with the

supplier, with remediation time frames for each finding. Non-compliance grades occur according to four

classifications: critical, major, minor and observations only. Critical non-compliance triggers escalation and

notification to the appropriate purchasing management members.

A follow-up may be conducted approximately six months after the original audit to evaluate progress and to

verify action plan implementation. If no satisfactory solution is found, a disengagement plan may be initiated,

after consultation with internal stakeholders. A formal debrief is conducted with the supplier at the closing of

each audit and follow-up to share findings. Internally, audit activities and results are shared with Purchasing

management and if appropriate, suppliers with exemplary positive results are recognized by the Purchasing

team. In case a supplier declines to allow interaction with workers during an audit, Stellantis would elevate the

issue for high level discussion, and for potential additional measures proportional to the supplier’s lack of

cooperation. A disengagement may ultimately result from a supplier’s failure to cooperate sufficiently.

As part of its due diligence activities, Stellantis undertakes with its Tier 1 suppliers to map the value chain of

high-risk materials used for EV battery manufacturing such as cobalt, lithium, nickel and graphite up to the

mines. We have partnered with the responsible sourcing advisory and audit firm SLR Consulting/RCS Global, for

a multi-material supply chain program, supporting with:

• Conducting on-site audits with regards to ESG aspects on high-risk suppliers, throughout the value chain

including Tier 1 suppliers up to the mine sites;

• Verifying supply value chain partners relationship;

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• Proposing corrective action plans and implementing a follow up for suppliers identified as requiring enhanced

monitoring.

A further element of Stellantis’ approach on addressing ESG related topics, including respecting human rights

and mitigating precarious working conditions in respect to conflict minerals is the reporting process that

identifies suppliers whose parts contain tantalum, tin, tungsten, or gold (3TG), based on IMDS data. Nearly

2,000 suppliers are asked to complete the conflict minerals reporting template, providing smelter and refiner

information within a specified period.

Stellantis uses data from the Responsible Minerals Initiative (“RMI”) to uphold sustainability standards among

smelters and refiners. We have access to the RMI smelter database, assurance processes, and training

materials to support due diligence. Designated members of the Purchasing sustainability team track supplier

submissions and provide updates for progress reports to Purchasing Top Management.

The Conflict Minerals Program is managed by one designated Staff member of the Purchasing sustainability

team overseeing the program management supported by regional / subsidiary representation. Non-responsive

suppliers are escalated through a process that may lead to removal from the sourcing panel if compliance is not

met. The program helps Stellantis to:

• source responsibly from smelters and refiners in the covered countries through their entire supply chain;

• make reasonable efforts to conduct due diligence and provide verification of origin and source of the materials

used in the products they supply to Stellantis;

• support initiatives to verify smelters and refiners that are conforming and to utilize any such conforming

smelter/refinery programs that are available; and

• provide analysis for smelters in the supply chain, like smelter conformance to RMI / RMAP (Responsible

Minerals Assurance Process).

In accordance with the U.S. SEC, public companies are required to file a Conflict Minerals Report (“CMR”)

annually. This report describes the due diligence measures taken to support the determination of mines or

reasonably determinable country of origin for 3TG minerals (tin, tantalum, tungsten, and gold), and to mitigate

associated risks. The most recent CMR report was filed with the SEC in May 2025 based on 2024 results.

Additionally, we have partnered with IRMA, considered as one of the most demanding ESG standards for mining

operations. Stellantis promotes IRMA standards as they bring responsible extraction practices, continuous

improvements and a full transparency of findings and mitigation actions.

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The industrial risk rating process is primarily used to evaluate host territory risks for environmental concerns and

natural disasters, supporting responsible sourcing and supply continuity for countries and regions for natural

disasters and is a critical element for responsible sourcing decisions. While this approach focuses on technical

and operational risks—such as geographical location, production share, technology specificity, and geopolitical

context—it complements our broader sustainability and human rights due diligence. Every direct material

sourcing applies this proactive approach to support comprehensive risk analysis and prevention. The focus on

industrial supplier risks enables us to identify our exposure to the risks linked to each supplier production plant,

using a matrix that takes into account criteria such as: geographical location (risk of natural disaster), our share

in the plant’s production, the specificity of the technology used by the supplier, the number of vehicles affected

and the geopolitical assessment of the country where the supplier is based. In parallel, we conduct targeted

assessments for human rights risks, including conflict minerals and labor practices, as described elsewhere in

this section. Together, these processes enable a stronger understanding and mitigation of both operational and

human rights risks in our supply chain.

For the financial risk assessment all suppliers are evaluated based on external data (e.g., rating agency data,

financial statements, media) as well as on internal business observations arising from suppliers’ interactions with

our Purchasing department (e.g., delivery issues, owner change, on-site observations).

These assessment methods and results are used and monitored by a dedicated team to prepare technical,

industrial, and commercial procurement strategies for each product group and each call for tenders. The results

are then taken into consideration in the global supplier selection process.

When possible, to enhance sustainability-related expectations, Stellantis secures raw material through direct

sourcing contracts. This approach also supports the development of mining and refining industries and helps to

foster sustainable partnerships.

For new direct raw material purchases, in addition to other actions disclosed, Stellantis conducts due diligence

with third-party support, following OECD Guidelines, to assess mining and refining activities with regard to ESG

associated risk. The results of this due diligence may include the proposal of corrective actions with the supplier

or, if major issues are not addressed, it could lead to termination of negotiations.

Engagement with workers in the value chain or their representatives occurs through various assessment

activities, typically conducted annually. Lessons learned and improvements from these engagements help refine

Stellantis’ sustainability activities. We consider input from assessments, business requirements, and applicable

regulations to identify necessary improvements or adaptations, covering both industry-wide and site-specific

topics. Consequently, the risk assessment methodology and resulting actions are regularly assessed and

updated to monitor mitigation efforts and improve these activities.

In 2025, there were no legal fines imposed, or victim compensation paid in connection with child labor, forced

labor, or human trafficking in our supply chain.

Training for Buyers and Suppliers

All Stellantis suppliers are within the scope to determine training coverage. Supplier trainings cover content on

conflict minerals. Further, dedicated classes and external training is leveraged from Automotive Industry Action

Group (“AIAG”) and EcoVadis Academy content with focus on sustainability topics such as responsible working

conditions, environmental impacts and social responsibility aspects.

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Buyer training includes modules on sustainability topics, conflict minerals, carbon footprint, and sourcing

process expectations, with training needs regularly monitored and updated. In 2025, we held three live training

events with over 1,200 attendees from our Purchasing function. Additionally, sustainability and human rights

training materials are available on the Stellantis Learning HUB for self-paced learning and easy access to

relevant information.

Workers in the Value Chain Targets

ESRS 2 MDR-T, S2-5

Supplier Risk and Engagement Achievements

We regularly monitor the results of the assessment activities and also benchmark these with available market data.

Our aim is to set ambitious targets oriented at the top of each category in combination with driving improvements

in specific areas identified as being inconsistent with our expectations. Direct engagement with workers across

the value chain occurs during on-site audits and is reflected in the audit outcomes. This interaction enables

stakeholder feedback and fosters collaboration to drive improvements in key performance metrics.

As of December 31, 2025, 73 percent (60.5 percent as of December 31, 2024) GRPG acceptance rate by direct

material, indirect material and aftersales suppliers (measured in APV) has been achieved with the aim to

increase this level in the subsequent years.

Additionally, we monitor the percentage of APV from Tier 1 suppliers evaluated on sustainability criteria and

compare the average scores of Stellantis Tier 1 Suppliers with those of all companies assessed by a third party,

as shown in the following table.

Strategic KPIs results and targets


Entity-specific metrics	Targets		Results
Entity-specific metrics	2025	2030	2024	2025
Percentage of Annual Purchase Value (“APV”) from Tier 1 suppliers evaluated on sustainability criteria	90% of APV of direct material (parts)	95% of APV of direct material (parts); 75% of APV of indirect material	90.1 % (direct material)	90.3% (direct material)
Average sustainability scores of Stellantis Tier-1 suppliers assessed by independent third party vs. average sustainability scores of all companies assessed by third party	15% higher	Keep a positive gap of 15%	18.5%	19.8%

To further deepen the insight into human rights aspects in the value chain Stellantis aims to increasingly focus

on social and environmental on-site audits. In 2025, we conducted 57 Tier 1 audits at direct suppliers (35 audits

in 2024) and another 34 audits specifically within the battery supply chain program.

Affected Communities

Stellantis includes all communities that may be materially impacted by its activities within the scope of disclosure

under ESRS 2, covering upstream, own operations, and downstream in the value chain. This approach ensures

that no group is excluded from our assessment, engagement, or reporting processes. By proactively identifying

and engaging with relevant local populations, indigenous peoples, rural communities, workers and their families,

and vulnerable or marginalized groups, Stellantis mitigates risks and creates opportunities for sustainable

development, improved access to education and health, and greater inclusion in decision-making. This

commitment reflects our dedication to transparency, continuous improvement, and shared value creation.

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Affected Communities Material Impacts, Risks and Opportunities

ESRS 2 SBM-3

Our material impacts, risks and opportunities related to affected communities are summarized below. Refer to

Material Impacts, Risks and Opportunities in this statement for additional information.

As part of our DMA, we identified material potential negative impacts on affected communities, including

indigenous communities that may be living or working around our operations or upstream value chain activities.

These impacts primarily originate from our sourcing and manufacturing activities, and product distribution

practices which could negatively influence local economic, social, and environmental conditions through

potential environmental impacts, and insufficient consultation and consent processes, potentially affecting

indigenous rights to free, prior and informed consent (“FPIC”).


Material Impacts, Risks & Opportunities		Nature	Value chain
Particular Rights of Indigenous Communities	Potential negative impact	Systemic	¢¢£

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

Interests and Views of Stakeholders

ESRS 2 SBM-2

As a signatory to the UN Global Compact, Stellantis believes that companies have a responsibility to respect

human rights and we recognize various foundational documents such as the OECD Guidelines for Multinational

Enterprises, the UN Declaration of Human Rights, the UN Convention Against Corruption and other documents.

We also consider the United Nations Sustainable Development Goals (“UN SDGs”) in the development of our

Human Rights Program, policy frameworks and risk assessments.

When securing raw materials, we expect our direct material suppliers to pursue and obtain FPIC of indigenous

communities prior to projects or activities that may affect their lands, resources, and rights, in line with the

definition and requirements set out in the Stellantis FPIC Policy. We are engaged with companies tied to mining

raw materials and are actively investigating their FPIC policies and ongoing dialogue with stakeholders in high-

risk impacted communities, Stellantis has worked with various NGOs and CSOs that support the rights of

indigenous peoples. This engagement helps inform the implementation of our existing FPIC Policy including its

application to Stellantis investments where relevant. Recognizing and respecting land rights and indigenous

peoples' rights are integral to our sustainable business practices. This involves engaging in fair and transparent

negotiations with local communities and honoring their rights to land and resources. By engaging with NGOs /

CSOs and business groups, Stellantis can build trust, foster positive relationships, and support the long-term

sustainability of its operations.

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Policies Related to Affected Communities

ESRS 2 MDR-P, S3-1

We have established policies to address potential material impacts on affected communities that may be

integrated into our overall sustainability framework. All of our policies related to affe cted communities have been

reviewed to maintain alignment with international standards by the Human Rights Committee and the ECC,

chaired by our CHRSO, who assists and advises the ESG Committee of the Board of Directors.

Stellantis is committed to respecting and promoting the human rights of affected communities, with special

attention to local and indigenous communities and other vulnerable groups. Our policies, including the Human

Rights Policy, Code of Conduct, Stakeholder Engagement Policy, and FPIC Policy, are regularly updated to align

with international standards such as the UN Guiding Principles and the OECD Guidelines. These policies seek to

involve the communities in decisions that affect them and allow them the ability to grant or withhold consent for

activities impacting their lands and resources.

Our FPIC Policy sets the expectation that affected suppliers make best efforts to obtain free, prior, and informed

consent from indigenous communities before starting projects that may affect their rights or resources. While our

internal commitment is to proceed with projects if consent is granted, we communicate to suppliers in the GRPG

the expectation of best efforts to obtain FPIC, and we encourage them to meet or exceed this standard.

Stellantis supports fair negotiations, respects indigenous autonomy, and collaborates with NGOs / CSOs, such

as Amnesty International, Investor Advocates for Social Justice, Rights & Accountability in Development, and

Survival International, all of which represent and advocate for the interests of these communities to strengthen

trust and dialogue.

These partnerships help us stay informed about emerging issues, best practices, and stakeholder expectations

and other human rights matters. Maintaining open dialogue with NGOs / CSOs, Stellantis seeks to continuously

improve its approach to stakeholder engagement, risk mitigation, and responsible business practices.

By embedding these principles in our operations, Stellantis aims to prevent and address adverse impacts,

ensure community voices are heard, and uphold our commitment to human rights and responsible business

practices.

Recognizing the importance of external perspectives, Stellantis places a high priority on engaging with parties

outside the Company. Refer to Stakeholder Dialogue for a Better Mutual Understanding with Society in this

statement for more information.

Processes for Engaging with Affected Communities About Impacts

S3-2

Stellantis takes a proactive and inclusive approach to engaging with affected communities, prioritizing open

dialogue, respect, and cultural sensitivity. Community input is integrated at all stages of projects, from planning

to implementation and ongoing monitoring. Regular consultations, stakeholder meetings, and participatory

workshops are conducted to identify and address potential impacts, risks, and opportunities.

Direct engagement with communities, including indigenous peoples, is central to our approach. When direct

contact is not possible, Stellantis works with NGOs / CSOs or community organizations in an effort to ensure

proper representation. The Company requires FPIC before starting any activities that may affect indigenous

lands or resources, in line with international standards.

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Accessible grievance mechanisms, such as the Integrity Helpline, allow communities to raise concerns. All

cases are documented, investigated, and followed up by a specially trained team, with oversight from the

Human Rights Committee to ensure effective resolution and continuous improvement. Community feedback is

used to strengthen practices and support long-term social wellbeing and sustainability.

Stellantis actively participates in industry forums and collaborates with regulatory bodies to stay abreast of

emerging trends and best practices. This engagement helps us to improve our operations and to comply with

international standards and regulations. Stellantis is dedicated to continued enhancement of its stakeholder

engagement efforts. Our future commitments include the following:


Stellantis commitments towards impacts on affected communities
	Strengthening supplier relationships	We will continue to strengthen responsible supply chains by collaborating closely with our suppliers to advance their social and environmental performance. We support suppliers through guidance and resources that help them to adopt sustainable practices and reduce their environmental footprint. This aids in our expectations of social and environmental performance being consistently upheld throughout our supply chain, enabling Stellantis to enhance due diligence, engage in direct dialogue, monitor compliance with our sustainability standards and implement corrective action plans when necessary.
	Expanding community programs	Stellantis plans to expand its community support programs, focusing on education, health, and economic development in 2025. In 2024, we have increased our stakeholder engagement with various groups that represent indigenous peoples and their rights, and we hope to continue that work externally as well as internally with our employee resource groups.
	Continuing transparency and reporting	Stellantis is dedicated to enhancing transparency in our sustainability efforts. We will continue to monitor and report on our progress, keeping our stakeholders informed about the impacts of our initiatives. This includes setting clear targets and metrics to measure our performance and reporting on our achievements and challenges.
	Innovation for sustainability	We will invest in new technologies and processes to reduce our environmental impact and contribute to a decarbonized economy. We will also explore opportunities to collaborate with stakeholders on joint sustainability projects.

Stellantis places the voices of affected communities at the center of its human rights and impact assessment

approach. We engage regularly with community members, representative groups, and civil society organizations

through culturally appropriate consultations and feedback mechanisms. Insights from these engagements

directly inform our risk identification, assessment, and mitigation strategies.

The Human Rights Committee oversees this process to ensure meaningful input, especially for marginalized or

high-risk groups, that informs our operations and supply chain practices.

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Where applicable, we collaborate with NGOs/CSO’s, local organizations, and community leaders to strengthen

participatory methods and ensure accessibility to programs that we support. This engagement reinforces our

commitment to transparency, responsible sourcing, and ongoing improvement, particularly by strengthening

due diligence processes, enhancing accessibility for vulnerable groups, and improving the consistency of

stakeholder consultations across regions.

We recognize that effective stakeholder and community engagement is crucial to our success and sustainability.

Refer to Stakeholder Dialogue for a Better Mutual Understanding with Society in this statement for additional

information.

Processes to Remediate Negative Impacts and Channels for Affected Communities to Raise Concerns

S3-3

Through the Integrity Helpline, investigators trained on human rights conduct investigations and respond to

reported human rights issues. Refer to Grievances (Channels to Raise Concerns) and Processes to Remediate

Negative Impacts and to Actions and Resources to Prevent and Mitigate Human Rights Risks in this statement

for additional information on the Integrity Helpline and actions to remediate identified concerns.

During the reporting period, Stellantis did not have any cases of non-compliance with the UN Guiding Principles

on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the

OECD Guidelines involving workers, that resulted in fines, penalties, or compensation for damages. Issues are

identified and addressed through our grievance mechanisms and monitoring processes. Our grievance

mechanisms remain in place to promptly address and remediate any potential future cases.

Stellantis has established policies to protect individuals who use grievance channels from any form of retaliation.

All concerns raised through our Integrity Helpline and other mechanisms are handled as confidentially as

possible, protecting any person who reports an issue in good faith from retaliation. The Human Rights

Committee regularly reviews these policies to maintain their effectiveness and alignment with international

standards.

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Taking Action on Material Impacts on Affected Communities

ESRS 2 MDR-A, S3-4

Key elements of our approach include:


Key elements of Stellantis approach
	Engagement and dialogue	We actively engage with affected communities and their representatives to understand their perspectives and incorporate their views into our decision- making processes. This includes regular consultations and transparent communication channels to facilitate the hearing and respect of community voices.
	Monitoring and compliance	We have implemented robust processes to monitor compliance with international standards related to community impacts. This includes regular audits and assessments, particularly in high-risk areas, to monitor adherence to our policies and to identify and address any potential issues promptly.
	Remediation and grievance mechanisms	We provide accessible channels for affected communities to raise concerns and seek remediation. Our grievance mechanisms are designed to be transparent, fair, and effective, ensuring that all stakeholders can voice their concerns without fear of retaliation.

Stellantis tracks and assesses the effectiveness of its actions and initiatives for affected communities through

regular monitoring, feedback collection, and outcome evaluation. We use key performance indicators,

stakeholder feedback, and analysis of project results to measure whether initiatives are delivering the intended

outcomes. The Human Rights Committee reviews these assessments annually, in an effort to ensure that lessons

learned are integrated into future planning and that continued improvement is achieved in our approach to

supporting affected communities.

Our goal is to operate sustainably and create value locally in the communities impacted by our operations. This

engagement is tailored to meet regional and cultural requirements, as well as legal considerations, and may

involve employee representatives and/or local trade unions, depending on the specific project. Frequently, open

dialogue fosters the discovery of the most innovative and beneficial ideas.

Stellantis addresses actual or potential negative impacts on affected communities through a structured process

that includes regular risk assessments and stakeholder consultations. When issues are identified, the Human

Rights Committee evaluates the situation and determines appropriate actions, which may involve mitigation,

remediation, or operational adjustments. The effectiveness of these measures is monitored and reviewed

annually by the Human Rights Committee to ensure they meet community needs.

We support educational, health and safety, economic development, and environmental stewardship through

events, learning programs, and collaborative projects. All activities follow internal policies such as our Code of

Conduct, FPIC Policy, and Human Rights Policy, which are aligned with international standards, supporting risk

mitigation and advancing sustainable development for the communities we work in. We encourage employee

volunteerism in initiatives that strengthen local communities and promote social well-being. These efforts not only

address community needs but also create a sense of purpose, fulfillment, and well-being amongst our employees.

305

Stellantis takes a proactive approach in addressing material impacts on affected communities, aiming to

promote both social, wellbeing. and environmental education. Our ongoing efforts reflect a strong commitment

to sustainable development, transparency, and the creation of a shared value for communities and the company

alike. In 2025, we continued to support educational and environmental projects and fostered open stakeholder

dialogue through partnerships and engagement initiatives.

Though Stellantis seeks to improve the robustness of its Human Rights Program, and establish controls to

prevent human rights violations, no specific targets were set as of December 31, 2025.

Consumers and End-Users

Stellantis recognizes the fundamental rights of its customers, and places its customers at the center of how it

conceives, designs, develops and delivers its products and services.

Consumers and End-Users Material Impacts, Risks and Opportunities

ESRS 2 SBM-3, SBM-2

We identified vehicle safety and data privacy as material social impacts, particularly in connection with the use

of vehicles and interactions with customers and end-users. The impacts are particularly relevant for:

• Vehicle users, such as private individual users, or fleet operators and commercial customers who rely on

vehicles for mobility or business and may be directly exposed to safety risks and data collection practices.

• Other motorists and vulnerable road users such as cyclists, pedestrians, children and elderly passengers, who

may interact with our vehicles during their operation.

• Connected service users, who interact with digital features such as navigation, infotainment, and telematics,

and whose personal data may be processed through these systems.

• Retail and wholesale financial services customers, including individuals using our financing products, who

may be exposed to data collection practices.

Privacy and vehicle safety related impacts are associated with compliance risk, due to increasingly stringent

laws and regulations governing the topics. In addition, the Company reliance on consumers’ trust in vehicle

safety and product quality is critical for the continuity and success of our business model.

Our material impacts, risks and opportunities related to consumers and end-users are summarized below. Refer

to Material Impacts, Risks and Opportunities in this statement for additional information.

Customers & End-Users - material IROs


		Nature	Value chain
Responsible management of personal information	Potential neg. impact	Individual incident	£¢¢
Vehicle safety	Potential neg. impact	Individual incident	£¢¢
Quality and vehicle safety costs	Risk		¢¢¢
Compliance and regulatory requirements	Risk		¢¢¢

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

306

Engagement with our consumers and end-users takes place through various channels, such as customer

satisfaction surveys, focus groups during product development, customer service interactions, covering

complaints and inquiries, and digital engagement platforms. The differentiated engagement approach allows us

to understand and address the specific needs and expectations of each customer segment. Refer to this section

for further information on stakeholders’ engagement process for specific consumers and end-users impacts and

refer to Stakeholder Dialogue for a Better Mutual Understanding with Society in this statement for additional

information on Stakeholders’ Engagement Policy.

Responsible Management of Personal Information

ESRS 2 SBM 3

Modern vehicles accumulate an increasing amount of data, including personal information. Protecting personal

information from breaches is a critical component of our strategy to achieve compliance with regulations and

build trust with customers.

Data Protection Policies

ESRS 2 MDR-P, S4-1

The Global Security and Data Privacy Committee, chaired by our CHRSO, has been established with the

purpose to provide management-level oversight of our global security program, including cybersecurity, data

privacy and related strategy approving policies and procedures, and ensuring compliance.

The Stellantis General Counsel serves as our Group Data Protection Officer (“DPO”), collaborating with regional

privacy officers and their teams to monitor the implementation of global privacy standards across Stellantis. This

encompasses monitoring compliance, fostering a shared awareness of privacy and security issues, and

cultivating a privacy-centric culture within Stellantis. Stellantis employees have access to the Stellantis Data

Protection Policy and related Code of Conduct procedures.

The Code of Conduct requires employees and third parties acting on behalf of Stellantis to safeguard personal

data and uphold privacy rights, recognizing these as a fundamental right for all data subjects. This commitment

aligns with the Charter of Fundamental Rights of the European Union (2000/C 364/01) and the Treaty on the

Functioning of the European Union, which affirms that everyone has the right to protection of their personal data.

Refer to Own Workforce Policies in this statement for more detailed information on our Human Rights Policy.

To reinforce this commitment, Stellantis adopted specific operating procedures and cybersecurity standards

that align with the core principles of GDPR, such as “privacy by design” and “privacy by default”, as well as

equivalent regulations in other jurisdictions. Refer to Corporate Governance - Cybersecurity for more detailed

information on Cybersecurity management.

Stellantis upholds strict standards for the protection of personal data, and restricts its processing to lawful and

legitimate purposes. The Stellantis Data Protection Policy and procedures are intended to safeguard the data

subject's rights against the potential data misuse, preventing economic losses and discrimination. Stellantis is

committed to meeting privacy requirements regarding personal data, applicable to actual customers at the time

of vehicle or service sale, and to prospective customers through Stellantis websites, specific apps, or in-vehicle

systems, as well as employees and third-party service providers. For our employees, we handle personal data

responsibly and in compliance with applicable regulations. However, we are required to collect certain

information, for example for tax purposes.

307

Personal data processing is carried out in accordance with the principles of lawfulness, fairness, transparency,

data minimization, storage and purpose limitation, integrity and confidentiality, supported by security preventive

measures such as encryption of data, control over the data access, transfer and self-assessment practices to

regularly evaluate the effectiveness of technical and organizational measures to process data and remediation

process. These measures are designed to support the Company’s compliance with data privacy regulations and

to protect the data of the customer.

Stellantis products are not directed at children and Stellantis takes steps to avoid the processing of any personal

information from children under the age of sixteen.

Engagement with Customers on Personal Information

S4-2

We engage with end-users about data privacy practices in different ways through privacy notices on our

websites and vehicles applications. All these channels include detailed information on data collected, purpose

and process used to treat them and end-users’ rights. We collect customer information solely when it is

necessary for the provision of our services or when customers voluntarily share their data with us. This approach

reflects our commitment to handling personal information with the utmost care and responsibility, recognizing

that such data belongs to the customer.

Throughout the customer relationship, individuals retain full control over their personal data and may exercise

their rights at any time. Requests such as accessing or deleting information, as well as exercising rights to data

portability and rectification, are supported through our regional privacy portals in accordance with Stellantis’

privacy notice. Additionally, we provide a dedicated e-mail address directly to our DPO. Local controllers, who

are responsible for engaging with customers, developed internal tools to manage customers’ requests, following

the Group guidelines and local regulations.

Process to Remediate

S4-3

Stellantis remediation processes require reporting incidents and claims to the DPO. This process encompasses

an internal assessment, communication with relevant authorities and impacted individuals, and the

implementation of corrective actions to address the root cause. A detailed data breach handling procedure is

approved and available to all employees.

In 2025, Stellantis experienced a data breach involving unauthorized access to a third-party service provider’s

platform, which affected customers data. The breach did not expose financial or sensitive personal data, as the

compromised platform only stored limited contact information.

Upon identification of the breach, Stellantis promptly activated its incident response protocols, initiated a

thorough investigation, and took immediate steps to contain and mitigate the impact. The Company also notified

the appropriate regulatory authorities and directly informed affected customers.

Furthermore, to strengthen employee awareness of privacy risks and potential cyber threats such as social

engineering, phishing, and vishing, Stellantis launched a series of information and training initiatives. These

efforts yielded positive results: approximately 106,000 employees participated in web-based trainings, and the

DPO conducted tailored sessions for around 500 employees from key departments, including Audit and

Compliance, Purchasing, and regional sales, ensuring alignment with specific operational needs.

308

Our policy includes data quality checks to maintain accurate, consistent, and compliant data collection to

identify and rectify errors. Consequently, we collect specific information on data breach incidents, authority

requests and sanctions, and customer claims on a quarterly basis. The process is necessary for identifying,

tracking, assessing, monitoring, and preventing issues that could negatively impact customers. In 2025 and

2024, Stellantis did not identify any events with significant impact on customers.

Responsible Management of Personal Information Actions

ESRS 2 MDR-A, S4-4

In addition to our data protection policies and processes, the Company is part of several initiatives to promote

the correct understanding and application of relevant rules on data management and the use of new

technologies like artificial intelligence.

Stellantis joined the Data Protection as a Corporate Social Responsibility (“DPCSR”) project, led by the European

Centre on Privacy and Cybersecurity at Maastricht University in 2023. This initiative aims to promote data

protection as a competitive advantage and a form of corporate social responsibility. As a permanent

stakeholder, Stellantis collaborates with other stakeholders and researchers to share ideas and influence the

future of the DPCSR framework, including overseeing technological updates, risks, challenges, and potential

amendments. In 2024, Stellantis conducted a self-assessment of key customers data processes and is now

working to expand the review to additional areas.

Stellantis continues to strengthen its privacy strategy both internally and through active participation in industry

initiatives.

• Through discussions with local and European bodies such as Comité des Constructeurs Automobiles

Français, France Verband der Automobilindustrie, Germany and Unione Industriale Association, Italy, Stellantis

collaborates with the European authorities to shape how the application of GDPR to car manufacturers. This

collaboration also aims to foster a shared understanding of privacy regulations concerning new technologies,

such as the Regulation (EU) 2023/2854 (the “EU Data Act”) or the EU Regulation (EU) 2024/1689 (the “EU

Artificial Intelligence Act”) in connected vehicles.

• The DPO team is involved in the “Club conformité sur les véhicules connectés et la mobilité” led by the French

Data Protection Authority. The goal of this organization is to engage consumer associations, insurance

companies, and all stakeholders of OEMs with a particular focus on the data processed by connected

vehicles.

Responsible Management of Personal Information Targets

ESRS 2 MDR-T, S4-5

In 2025, in support of the Data Protection Policy, Stellantis committed to enhancing its data privacy practices by

monitoring its timely fulfillment of authorities’ requests.


Entity-specific metrics	Targets		Results
Entity-specific metrics	2025	2030	2025
Percentage of complaints raised by supervisory authorities handled on time	100%	100%	100%

309

This target is established and is subject to review and endorsement by the Global Security and Data Privacy

Committee. This metric is based on all incoming requests from authorities. It is calculated as the ratio between

the number of complaints received from the authorities that were effectively managed on time and the total

number of authorities’ requests received. Progress is monitored on a quarterly basis by the Global Privacy

Office, with particular attention to the EU and U.S., where applicable regulations impose specific responses

timeframe for data subject requests.

Vehicle Safety

ESRS 2 SBM-3

Potential safety defects in our vehicles could cause injuries or potential fatalities to vehicles’ end-users and

passengers. Vehicle safety is also a primary concern for other road users, including cyclists, pedestrians, and

other motorists.

Vehicle safety is shaped by laws, regulations, and voluntary codes of practice worldwide, such as the OECD

Guidelines for Multinational Enterprises. Governments and agencies are introducing increasingly stringent

requirements to protect road users. Refer to Overview of Our Business - Environmental and Other Regulatory

Matters for further information on vehicle safety regulatory requirements. As vehicle safety and regulatory

frameworks evolve, a holistic approach encompassing the vehicle, road infrastructure, vehicle environment, and

public awareness is essential. Delivering safe products is a fundamental objective of Stellantis and is a key

responsibility in our Code of Conduct. We strive to comply with regulatory standards to deliver high-quality, safe,

and reliable products and services for all vehicles users and road participants, including professional drivers.

Stellantis also contributes to safety innovation through participation in automotive industry initiatives,

consortiums, and standardization bodies. Stellantis is involved in developing and actively implementing ISO

standards, such as ISO 26262 for road vehicles’ functional safety, ISO 21448 for safety of the intended

functionality (especially relevant for ADAS and driving automation), and ISO/SAE 21434 for Cybersecurity

Engineering in road vehicles.

Vehicle Safety Policy

ESRS 2 MDR-P, S4-1

The “Right to health ” is embedded in our Human Rights Policy which is aligned with internationally recognized

standards including the UN Guiding Principles on Business and Human Rights, and the International Bill of

Human Rights. Refer to Own Workforce Policies in this statement for additional information on our Human Rights

Policy.

In line with our Code of Conduct, Stellantis established a Product Safety Policy in 2024. The policy is intended to

help ensure that our products and services comply with applicable regulatory requirements and meet safety

expectations in the automotive market under normal or reasonably foreseeable conditions of use. Our Product

Safety Policy also addresses product safety governance, defines a standardized risk-based approach to vehicle

safety through design activities, and safety trainings to deploy adequate safety measures under the

responsibility of the Technical Safety and Regulation Compliance Officer and the Product Safety Expertise

Network. Furthermore, the policy assigns the Purchasing function the responsibility to align sourcing decisions

and related activities with its principles, while the Manufacturing function is accountable for implementing and

managing the manufacturing process to maintain products safety conformity. The policy mandates that each

Stellantis employee and contractor adopts proper behavior to support product safety within their scope of

responsibility, contributes transparently to any product safety evaluation or investigation, and appropriately

reports any violation or technical issues related to product safety. The policy, issued by the Technical Safety and

Regulatory Compliance Officer, is communicated to all employees.

310

Engagement with Customers on Vehicle Safety

S4-2

Stellantis engages with its customers on safety topics throughout the entire vehicle lifecycle:

• During the advanced development phase under the responsibility of our product development and technology

functions, the relevant features are submitted to test panels to evaluate their acceptability and potential

misuses. This is particularly relevant for human-machine interfaces.

• During the development and validation phase under the responsibility of our product development and

technology functions, our development vehicles are tested in real-life conditions. In this phase, vehicles are

lent to non-specialist drivers to identify potential safety-relevant concerns and gauge customer acceptance.

• When the vehicle is in use, potential vehicle safety-related incidents are raised to our quality organization by

the dealers for investigation and potential field action or when remediating negative impacts on customers.

Stellantis aims to deliver smooth customer experience during the safety recall process through timely and

accurate communication and minimizing inconvenience. For each safety recall, customers are directly

contacted with a recall notice. Additionally, recall information is shared with customers on Brand portals, where

available, and specific tools have been developed for fleet accounts to facilitate knowledge and management

of open recalls for the vehicle end-users.

Vulnerable occupants are taken into account in virtual testing environments and through collaboration with

representative organizations. Our risk assessment process explicitly emphasizes potential impact to vulnerable

occupants (such as children and pregnant woman) as well as road users including cyclists, pedestrians, and

other motorists.

Our Quality function manages engagement with customers and measures the level of services granted to our

customers. Refer to Vehicle and Service Quality - Customer Satisfaction for additional information on our

engagement with customers and measurement of effectiveness.

Vehicle Safety Actions

ESRS 2 MDR-A, S4-4

Safety Research

We leverage research and innovation to reinforce the safety of our vehicles and services, reduce the risk of

serious injuries related to our motor vehicles, and improve overall road safety. All aspects of vehicle safety,

including active, passive, product and cyber safety, are addressed in our processes and innovations from the

safety research phase to improve safety risk avoidance rates.

Our advanced engineering organizations apply artificial intelligence, virtual reality methods, and innovative

technological solutions for virtual and physical tests. They analyze real-world data to develop and assess

effective vehicle safety systems, protection for vulnerable road users, and the integration of active and passive

safety systems.

We are a member of the Initiative for the Global Harmonization of Accident Data, a consortium of auto

manufacturers that collects and analyzes traffic accident data to improve road safety. Stellantis is a stakeholder

in LAB, a joint laboratory with the Renault Group focused on accident case studies, biomechanics, and driver

behavior. In the U.S., we collaborate with other automakers through groups like the U.S. Council for Automotive

Research to identify technical issues and conduct research related to vehicle safety.

311

Product Development

Our product development activities consider potential vehicle safety concerns, including the protection of all

passengers in case of a crash, taking into account age, gender, and morphology. Stellantis also considers the

protection of vulnerable road users, such as pedestrians, cyclists, and motorists by implementing active safety

systems to prevent collisions and passive safety measures to mitigate risk of injury.

Technological solutions in vehicles are used to support drivers and passengers’ ability to safely interact with

their vehicle and surrounding environment thereby improving road safety. Stellantis offers active (primary) and

passive (secondary) safety features for diverse drivers and vehicle segments, along with tertiary safety

elements. The intent of active safety systems is to help drivers avoid crashes by alerting them to certain

potentially hazardous situations or assisting them in mitigating the risk posed by certain types of identified

hazards while passive or secondary safety systems are designed to help mitigate the effects of a crash. In the

area of tertiary safety, or post-accident emergency response, Stellantis provides emergency rescue sheets with

information for rescue teams or first responders about special design elements and the components locations to

be considered when assisting the occupants of vehicles involved in an accident. Additionally, connectivity

functions provide assistance in the event of accident or health-related incidents in the vehicle. Since April 2018,

motorway control centers in Europe are automatically alerted of any accidents on their roads via the emergency

call service in the Company’s equipped vehicles, as mandated by EU regulation (EU 2015/758).

Stellantis vehicles undergo rigorous internal testing and validation before being tested by external stakeholders

such as the NHTSA, the IIHS, and NCAP organizations.

Features such as the frontal roof airbag, lane keeping assist, automatic emergency breaking and rear seat

seatbelts with pretensioners or load limiters offer improved protection for passengers in certain crash situations.

These features are included in Stellantis vehicles to reduce serious injuries in the event of a crash.

Cybersecurity

Cybersecurity challenges related to the technologies embedded in our vehicles may impact vehicle safety and

end-users’ privacy. We have a cross-functional team focused on ensuring the security of systems and vehicles by

monitoring threats, defining requirements, conducting design and implementation reviews, performing validation

and penetration testing, and managing incident response. Cybersecurity is integrated throughout the entire

vehicle life cycle, from development, to manufacturing, use, service, and disposal by this cross-functional team.

Stellantis manages cybersecurity-by-design through a process and technical solutions. This includes using standard

cryptographic mechanisms onboard to secure and isolate the connected and safety-critical domains, such as

powertrain and chassis. We work to provide secure end-to-end communication between servers, applications, and

off-board interfaces. Vehicles are configured on the production line using backend-connected tools.

Aftersales maintenance and diagnostics are performed with specialized tools connected to a secure

maintenance server, while respecting independent operators’ rights to access repair and maintenance

information in line with applicable regulations. Additionally, we maintain an incident management organization to

implement mitigation plans for vulnerabilities or attacks discovered during the vehicle's life cycle. Given the

ever‑evolving nature of cybersecurity threats, Stellantis remains committed to monitoring emerging risks and

strengthening its cyber‑security measures.

312

In 2024 and in 2025, Stellantis achieved significant milestones:

• UNECE Regulation Compliance: We successfully passed third-party cybersecurity certification for processes,

organization, and governance (Cybersecurity Management System) under UN R155, which is aligned with ISO

SAE 21434 cybersecurity standard.

• Vehicle Homologation: We obtained homologation for new features, notably Firmware Over-The-Air (FOTA)

updates, in compliance with UN R156.

Product Investigations and Recall Campaigns

S4-3

In alignment with its industry and prevailing safety regulations expectations, Stellantis is exposed to potential

safety-related recalls that may generate direct costs, harm reputation, and impact sales of certain vehicles.

To help prevent safety issues, Stellantis created a Global Safety Forum led by the Technical Safety and

Regulatory Compliance Officer, which includes R&D experts from the Product Development and Technology

function. This forum guides the Company on the application of future safety standards and ratifies future

processes and procedures concerning vehicle safety and security, development and their implementation in our

vehicles. Dedicated regional and corporate teams investigate field issues with potential safety consequences,

coordinating responses with the product development, and technology, manufacturing, quality organizations,

and external suppliers. Our Vehicle Regulation Committees, at regional level, review potential safety anomalies

and determines the proper course of action, such as safety recalls. Stellantis promptly investigates vehicle

safety issues or compliance defects and takes corrective actions, including initiating safety recalls and

contacting relevant authorities. Recalls are executed according to regulatory requirements, and component

traceability enabling us to identify and notify affected vehicles. Recall notification documents to authorities

include the models and parts concerned, manufacture dates, risk type, defect description, and corrective

measures. Recall alerts with necessary information are sent to dealership networks via an online tool. Recall

completion rates are reported to local authorities in accordance with applicable law, and follow-up requests are

sent to non-responsive customers.

An integrated data management system tracks recall status, and programs are in place to raise public

awareness about checking for open recalls and completing recall repairs.

In 2025, Stellantis decided to voluntarily recall 13.4 million vehicles (7.3 million vehicles in 2024). The increase is

mainly connected with two significant recall actions in 2025 affecting in total 5.6 million vehicles: one related to

vehicles equipped with 1.5l diesel engine (DV5R) and the second related to the diagnostic software, called an

on-board diagnostic system. In addition, Stellantis continued the implementation of previously decided recall

campaigns, such as the Takata airbags actions. For current financial effects of our recall campaigns, refer to

Note 21. Provisions within the Consolidated Financial Statements. and to the Risk Factors section included

elsewhere in this report.

Vehicle Safety Targets

ESRS 2 MDR-T, S4-5

Our ambition is to offer safe products that meet all applicable laws while prioritizing strong risk prevention

protection for vehicles occupants and road users. To achieve this, our strategy focuses on improving the

robustness of our vehicle safety organization, processes, and technical expertise. This addresses active safety,

passive safety, cybersecurity (for its safety relevance) and product safety in the medium and long term.

313

Vehicle and Service Quality - Customer Satisfaction

ESRS 2 SBM 3

As per our policies we are committed to listening closely to our customers and acting accordingly to improve

their experience through an enhanced and personalized customer journey . Quality greatly influences customer

satisfaction and loyalty. That is why we prioritize maintaining loyalty and a positive brand image through

continuous customer feedback and quality monitoring processes.

Quality Policy

ESRS 2 MDR-P, S4-1

As outlined in our Quality Policy, we aim to deliver products and services that meet high standards of quality,

supporting sustainable and affordable mobility. In 2025, our Chief Quality Officer set the quality targets for

product and services, as well as the three-year mid-term plan, and provide constant monitoring in order to

respond to any market changes.

Being a customer-centric company, we aim to deliver a high-quality customer experience through our behavior,

decisions, and actions across all levels of the organization. This is why we encourage every employee to

prioritize quality and put the customer first. We also engage our suppliers and our partners in achieving our

quality ambitions.

Our Quality Policy is harmonized with our Human Rights Policy, which are both aligned with the UN Guiding

Principles on Business and Human Rights and the International Bill of Human Rights, including equality and non-

discrimination. Refer to Own Workforce Policies in this statement for additional information.

Engagement with Customers

S4-2

We listen to our customers through various touchpoints, syndicated surveys, internal feedback collection,

customer care and social media, dealer network information, and print media. This engagement process

involves customers throughout their journey with our brands, including vehicle safety issue management and

responsible handling of information. In addition, a significant part of this commitment is our dedication to clear,

fair, and comprehensive advertising and communication with our customers regarding our products and

services.

We analyze customer feedback to adapt our products and services and respond to their needs. Customer

satisfaction is measured through syndicated surveys, and we strive for consistent positive outcomes.

Stellantis evaluates customer awareness and trust in our customer care channels through regular satisfaction

surveys, analysis of various feedback mechanisms (such as after new vehicle purchases and through app

ratings), as well as independent market research and benchmarking. This feedback guides our resource

allocation decisions based on evolving customer expectations. Furthermore, the Stellantis Integrity Helpline is

available for reporting concerns or seeking guidance on corporate policies. Refer to Corporate Governance

included elsewhere in this report and to Grievances (Channels to Raise Concerns) and Processes to Remediate

Negative Impacts in this statement for further information.

314

Vehicle and Service Quality Actions

ESRS 2 MDR-A, S4-3

We strive to enhance customer trust and reduce risks by implementing solutions that improve customer

experience and tackle defects and recalls, through, as an example, special coverage initiatives. We are

developing a predictive maintenance service to swiftly identify complex failures and anticipate necessary

repairs. Furthermore, we utilize a parts traceability process to pinpoint vehicles affected by safety issues,

supporting efficient recalls and prioritize rapid dealership repairs and actively monitor repair times. We invest in

regular customer-centric training for our white-collar employees and collaborate with our partners and suppliers

to uphold our service standards through training, assessments, and regular audits.

Preventive Quality Campaign

S4-4

Stellantis tracks warranty issues in the field through a detection process in all the regions where it operates.

Once identified, the issue is documented and assigned to the relevant owner for resolution, whether it’s a

design, supplier or manufacturing issue. The goal is to resolve issues quickly to minimize the number of affected

customers. Depending on the severity we may implement a preventive quality campaign, a recall, or a service

bulletin.

Stellantis has implemented several direct communication methods for customers to express their concerns or

needs. This includes dedicated multilingual customer care phone-lines, online support portals on websites and

mobile applications offering inquiry, complaint, and feedback submission tools. Our active social media

presence promotes consistent customer engagement with platforms like X (formerly known as Twitter),

Facebook, and Instagram. For personal interaction, customers can visit our authorized dealerships and service

centers. We also participate in third-party mechanisms in collaboration with industry bodies and consumer

protection agencies to address additional customers concerns.

The customer care process uses a tiered approach escalating based on the complexity of the concern, from

simple inquiries to critical cases reaching departmental Top Management levels.

Vehicle and Service Quality Targets

ESRS2 MDR-T, S4-5

We aim to deliver products and services that meet high standards of quality, supporting sustainable and

affordable mobility.

In 2025 the Quality function performed an industry benchmark analysis in its major markets and a new glide path

for 2030 was approved by the SLT. As 2025 was defined as the new base year, our progress against the target

will be presented in 2026.

Progress made toward targets for vehicle and service quality - customers satisfaction


Entity-specific metrics	Target
Entity-specific metrics	2030
Percentage of reduction in 3 months in service repairs rate: vs. base year 2025	50%

315

GOVERNANCE

Business Conduct

Our culture is built upon the Stellantis Code of Conduct and the Company's commitment to ethical business

practices is reflected in the Code of Conduct’s approach to business conduct. This section highlights the

Company's focus on business ethics, corporate culture, compliance with relevant laws and regulations,

relationships with suppliers and the management of political influence, offering insights into the policies and

procedures to support these core objectives.

Governance

ESRS 2 GOV-1

Administrative, Management and Supervisory Bodies Related to Business Conduct

We foster a culture of ethics and compliance (“E&C”) through a Code of Conduct, policies, procedures, and

governance. The Audit Committee of the Board of Directors oversees the E&C program, with members experienced in

E&C matters from previous management roles or oversight of other companies. The Chair of the Audit Committee

regularly meets with our Chief Audit and Compliance Officer and periodically with the leadership team of the

Compliance staff to review the program’s effectiveness.

The Ethics and Compliance Committee (“ECC”) provides detailed oversight, managing all E&C policies and

initiatives, setting targets, and reviewing cases reported through the Integrity Helpline or regional committees.

The ECC, chaired by the CHRSO, includes the General Counsel and the Chief Audit and Compliance Officer,

and meets quarterly.

Day-to-day management is the responsibility of a compliance team, including attorneys and specialists in areas

such as export controls, whistleblower case management, investigations, anti-corruption, training and

communications. This team reports to the Chief Audit and Compliance Officer.

Refer to Corporate Governance included elsewhere in this report for additional information.

Business Conduct Material Impacts, Risks and Opportunities

ESRS 2 IRO-1

We analyze material IROs that may affect our ethical standing and regulatory compliance. By addressing these risks

and capitalizing on opportunities for ethical improvement, we aim to safeguard our reputation, maintain compliance

with our business ethics standards, and align with broader sustainability goals. Material IROs related to business

conduct matters were identified at a global level as part of our DMA, reflecting their connection to our operations

worldwide. Refer to Material Impacts, Risks and Opportunities in this statement for additional information.

316

Governance - material IROs


Material Impacts, Risks and Opportunities		Value chain
Whistleblower protection	Potential positive impact	¢¢¢
Corporate culture	Potential positive impact	£¢£
Corruption and bribery	Potential negative impact	¢¢¢
Engagement in lobbying activities	Potential negative impact	£¢¢
Responsible practices in the value chain	Actual positive impact	¢¢¢
Compliance with laws and regulations, including corruption and bribery	Risk	£¢£

¢££ Upstream, £¢£ Own Operations, ££¢ Downstream

Business Conduct Policies and Corporate Culture

G1-1

Policies and Procedures

Stellantis has implemented key policies to strengthen ethical practices and responsible operations across its

value chain. These policies mitigate risks related to corruption, bribery, and sustainability, while enhancing

operational effectiveness and stakeholder trust. Refer to the Policies Adopted to Manage Material Sustainability

Topics in this statement for additional information. All relevant policies and procedures related to the prevention

and detection of corruption and bribery are communicated through the Stellantis intranet platform, targeted

communication campaigns, and dedicated training sessions for employees in higher-risk roles.

Code of Conduct

The Company has adopted a Code of Conduct and a comprehensive set of E&C policies and procedures to

foster a culture of integrity. For further information on our Code of Conduct, refer to Corporate Governance

included elsewhere in this report for additional information.

Fraud Prevention and Whistleblowing (Integrity Helpline)

Stellantis has a zero-tolerance attitude towards fraudulent behavior and is committed to pursuing the highest

standards of integrity, responsibility and ethical behavior as outlined in the Code of Conduct.

The Fraud Prevention Policy aims to mitigate unethical behaviors within the procurement process and promotes

responsible financial transaction management. This policy prohibits fraud, extortion and embezzlement,

describes responsible practices and offers internal and external stakeholders a channel to voice their concerns.

It applies to all employees and our entire value chain. The policy owners are the Head of Risk Management,

Security and Insurance, and the Head of Enterprise Risk Management.

The purpose of the Whistleblowing Policy is to define the applicable rules for the receipt and management of any

concerns regarding potential violations reported via the Integrity Helpline and all other available channels

described in the Stellantis Code of Conduct. This policy aims at protecting those who speak up and support our

efforts to detect and prevent corruption and unethical practices. Refer to Corporate Governance included

elsewhere in this report and to Grievances (Channels to Raise Concerns) and Processes to Remediate Negative

Impacts in this statement for further information.

317

Third-Party Due Diligence

Stellantis’ Third-Party Due Diligence Policy aims to support the Company's efforts to have our partners adhere to

the same ethical standards we uphold. The due diligence process described in this policy is critical in

strengthening our own operations and those of our partners, and in mitigating risks associated with corruption,

bribery and non-compliance. The purpose of this policy is to evaluate and manage the legal and reputational

risks to Stellantis associated with the conduct of our business partners, it applies to all business functions that

manage business partners and to the compliance due diligence team. The most senior level responsible for the

application of this policy is the Chief Audit and Compliance Officer.

Ethical Culture and Compliance Program

A “speak up” culture is essential to maintaining our robust ethical environment. For this reason, Stellantis

devotes significant resources to the promotion of channels of communication. In 2025, the Stellantis E&C

communication plan focused on the following main initiatives:

• The message from the Chief Audit and Compliance Officer to celebrate the International Whistleblower Day

followed by a series of dedicated initiatives;

• The launch of the “Your Concern Our Priority” campaign to improve awareness about how to use the Integrity

Helpline and what constitutes a potential violation of the Code of Conduct;

• A dedicated campaign for managers sharing toolkits to promote a speak up culture with their team members;

and

• A video to reinforce awareness of the anti-retaliation policy has been rolled out as part of the annual Ethics

Experience program (November 2025).

The Company fosters a culture of ethics and integrity through structured communication programs and global

initiatives. The Ethics Experience program actively engages employees in E&C activities to build a transparent

and trustworthy workplace. A key feature is the recognition strategy, designed to highlight and celebrate the

most engaged participants in the Ethics Experience Awards event.

In October 2025, the Company launched the “Ethical Leadership Roundtable” featuring C-suite management,

aimed at reinforcing key principles of business conduct and promoting a culture of integrity across all levels of

the organization.

In November 2025, the Ethics Experience Awards event celebrated the top contributors of the program’s second

edition and emphasized the vital role of ethics and compliance. This year’s awards include a project supported

by Treedom, creating our “Ethics Experience Forest” to reinforce our commitment to ethical business practices

and environmental and social responsibility.

318

The Company's compliance program is structured around policies, procedures, and a training program that covers

corruption, bribery, and business conduct risks. This compliance program, which aligns with benchmarking and

regulatory guidance, includes quarterly KPI reporting, Code of Conduct communications and training, annual

compliance risk assessments, ethical surveys, leaders' compliance questionnaires, internal audits, and other controls.

In 2025, the Company also contracted with an independent external party to carry out an independent Compliance

Program Assessment that will be concluded in 2026.

The audit function of the Internal Audit and Compliance department includes the compliance program in its

global annual audit plan. Audits may review adherence to policies on competition, anti-corruption, data privacy,

export controls, and other compliance-related topics.

Quarterly audits are covered by the global annual audit plan, which includes operations identified as at-risk by

the Stellantis enterprise risk assessment. Additional reviews and interviews are conducted to integrate ethics-

related topics into selected audits. Independent auditors may also be selected to conduct audits of specific

functions, such as the Integrity Helpline, emissions-related regulatory compliance, environmental health and

safety, and energy management systems.

Identification and Management of Instances of Non-Compliance

The Company has established several channels to report, identify and manage instances of non-compliance

with laws, regulations, the Code of Conduct and Company policies. Concerns can be reported via supervisors,

Human Resources, Compliance, and Legal departments, and the Integrity Helpline. Refer to Grievances

(Channels to Raise Concerns) and Processes to Remediate Negative Impacts in this statement for additional

information on our Integrity Helpline.

Corrective actions can include training, awareness, coaching, disciplinary actions up to termination and financial

impacts to variable compensation. Both the compliance team and Human Resources ensure that cases of non-

compliance are subject to proportional disciplinary measures. The regional ECCs review and approve the

proposed final case disposition and remediation actions. Salient cases are reported to the global ECC and

subsequently to the Audit Committee.

Business Conduct and Corporate Culture Targets

ESRS 2 MDR-T

In 2025, Stellantis continued fostering a culture where everyone feels empowered to raise concerns regarding

application of the Code of Conduct without fear of retaliation. To reinforce this commitment and ensure that

individuals reporting in good faith are protected, the Company, as part of its ethical governance practices,

monitors the percentage of closed cases and included in the Post-Investigation and Anti-Retaliation Survey.

319

Progress made toward targets


Entity-specific metrics	Target	Results
Entity-specific metrics	2030	2025
Percentage of closed cases that were included in the Post-Investigation and Anti-Retaliation survey	20%	13%

This target applies to cases reported by anyone from the Stellantis workforce (full-time or part-time employees,

temporary workers, contract workers, officers and the members of the Board of Directors) or any person who

makes a report in good faith, or who cooperates in an investigation. The purpose of the Post Investigation & Anti-

Retaliation survey is to gain feedback on any potential situations of retaliation after having reported a concern

and a user’s experience with the Integrity Helpline.

This target is established and is subject to review and endorsement by the global ECC. This metric is calculated

as the percentage of closed cases that are included in the Post-Investigation and Anti Retaliation survey, out of

the total number of closed cases reported through the Integrity Helpline. Progress is monitored at least twice per

year, or more frequently if necessary, by the global ECC.

Management of Relationships with Suppliers

G1-2

We aim to function as an integrated team alongside our suppliers. Our relationships with suppliers are based on

the quality and competitiveness of their products and services, as well as their commitment to social, ethical,

and environmental principles. Our Purchasing organization actively engages with suppliers and business

partners to enhance their compliance with our social, environmental, and ethical standards. The governance and

main objectives of the Purchasing organization are described in greater detail in section Workers in the Value

Chain.

Description of Policies

To promote stability, resilience and efficiency in its supply base, Stellantis has adopted strategic policies and

procedures, including:

• The Stellantis Code of Conduct: Reflects the Company’s core business conduct values and promotes fair and

resilient business practices throughout the supply chain. For further information on our Code of Conduct, refer

to Corporate Governance included elsewhere in this report; and

• Global Responsible Purchasing Guidelines: Establishes expectations regarding suppliers’ environmental,

social and governance practices. A more comprehensive list of subjects covered by the GRPG, including

details on the rights of workers in the value chain and whistleblowing, can be found in the relevant section

Workers in the Value Chain Policies in this statement.

320

Policies related to Payment Practices and Terms

Stellantis has established the following two key policies to govern its payment practices, particularly with respect

to suppliers, including small and medium enterprises (“SMEs”):

• Global Supplier Payment Terms Policy: Outlines standard payment terms for all purchase transactions across

Stellantis’ global operations, identifies policy authorized deviations and governs the process for deviation

requests and approval for each contract. It helps support consistency and fairness in payment practices. This

internal policy is communicated to procurement teams as part of Stellantis’ daily operations. It is managed and

overseen at the highest level by the relevant Top Management within Finance and Purchasing organizations;

and

• Payments and Bank Accounts Management Policy: defines Stellantis' global rules for managing bank accounts

and executing payments, addressing data management, payment approval processes, and ICT security

measures. The policy is overseen by the CFO.

These policies are designed to maintain transparency and efficiency in financial transactions and support fair

business practices across the value chain. They address payment terms for SMEs to avoid negative impacts on

their financial health.

Policies related to Supplier Management

Third-Party Due Diligence Policy: Includes suppliers in its commitment to comply with all applicable laws and

regulations. To further that objective, Stellantis has adopted a comprehensive compliance program to support

the detect of the conduct of the Company’s business parties that may have an adverse impact on Stellantis. The

due diligence compliance program includes guidelines, periodic training, awareness initiatives and advisory

support, thereby promoting responsible practices throughout our supply chain. Purchasing focuses on raw

materials management and applies due diligence using a risk matrix for strategic materials linked to Stellantis’

electrification roadmap.

Complexity of Extended Supply Chains

Stellantis’ global supply chain is complex and requires coordination between interdependent entities, making it

vulnerable to multiple risks, including market tensions, geopolitical disruptions, natural disasters, human rights

violations, and raw material shortages. For further details regarding the risks associated with the supply chain,

refer to Workers in the Value Chain in this statement.

Governance of the Supplier Relationship

Stellantis supplier portals, the GRPG and third-party resources support and inform suppliers on sustainability

topics including updated policies, communications and expectations, as well as on legal and regulatory

developments. For further details regarding supplier assessment process on ESG criteria and training for buyers

and suppliers, refer to Workers in the Value Chain in this statement.

Building Resilience and Promoting Locally Based Suppliers

Stellantis identifies and assists local suppliers to gain the necessary skills and capacity to supply the Company.

This approach helps mitigate risks (such as logistical issues, weather-related events, etc.) and improve our

supply chain’s flexibility. In regions with potential natural disaster risks, suppliers are evaluated with an Industrial

Risk Rating for environmental concerns.

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Prevention and Detection of Corruption and Bribery

G1-3

The Company has identified the following functions or activities as presenting specific risks of corruption, including:

• Public sales: In various countries, the Company sells vehicles (fleets or individually) to government entities and

public sector organizations, generating compliance risks from a public corruption perspective;

• M&A: Our acquisitions of other companies, or significant equity interests in other companies, are subject to

special analysis to avoid the unwitting acquisition of corruption exposure and to maintain freedom from

conflicts of interest that might interfere with the Company’s strategic decisions and direction;

• Use of agents: Due to the well-known role that agents can play in corrupt activities, and because of the acts of

an agent generally bind the principal, the use of agents is disfavored and subject to special scrutiny;

• Marketing, sponsorships and charitable activities: Activities in marketing, advertising, sponsorships, and

charity can be susceptible to unethical practices, including the misuse of funds, kickbacks, and inappropriate

relationships with third parties; and

• Purchasing and supplier quality management: The procurement process is inherently vulnerable to private

corruption risks, given the high volume of transactions, significant monetary values, and the complexity of

supplier relationships.

Policies to Address Corruption and Bribery Risks

The Anti-corruption Policy provides guidance on interactions with government officials, restrictions on accepting

or giving gifts, conflict of interest rules, specific disclosure requirements for M&A personnel, restrictions on

facilitation payments, due diligence requirements and other related matters, in alignment with the United Nations

Convention against Corruption. This policy applies to all Stellantis workforce and business partners including

suppliers, dealers, distributors, intermediaries and joint venture partners and is supervised by the Chief Audit

and Compliance Officer.

The Conflict-of-Interest Policy and Conflict-of-Interest Disclosure and Resolution Guidelines provide direction to

all employees in understanding, recognizing, and declaring both actual and potential conflicts of interest. The

policy and all relevant documents are available on our internal website. It is supported by mandatory training

programs, completed conflict of interest declarations by employees, and supervised by the Chief Audit and

Compliance Officer.

Mitigating Measures and Actions Regarding the Prevention and Detection of Corruption and Bribery

To counteract such risks and in addition to the two policies mentioned in this chapter, the Company has put in

place various measures and controls. For example, the Compliance Team reports corruption Key Risk Indicators

(“KRIs”) to the Stellantis ECC roughly on a quarterly basis, and the risk of corruption as a whole is integrated into

the Enterprise Risk Assessment for Compliance. Also, to raise awareness and prevent corruption, online anti-

corruption training is provided to certain white-collar personnel, including C-suite management. This global

training is conducted on a three-year cycle. In 2024, 97 percent of the white-collar personnel most exposed to

the risk of corruption completed the training and the post-training exam. Meanwhile the training remains

mandatory for newly employed members of the C-Suite and Top management structure within Stellantis. The

next comprehensive anti-corruption training campaign is scheduled for 2027. In the interim, the Compliance

team will continue to deliver targeted classroom training for personnel at higher risk of corruption, such as those

dealing with government agencies or involved in public bidding.

322

In addition, training on the Ethical Principles of the Code of Conduct was launched through a global general

campaign in 2024, reaching all white-collar employees with a completion rate of 97 percent. This training is also

mandatory for all newcomers in 2025, and the next global campaign launch will be rolled out in the first quarter

of 2026.

Internal Audit periodically assesses the effectiveness of the anti-corruption program through audits, and findings

are used to improve the program. An annual Compliance Risk Assessment incorporates corruption risk

evaluating the likelihood, impact, mitigation initiatives, and residual risks. Additionally, a whistleblowing process

is in place to receive and investigate concerns about corruption. Refer to Corporate Governance included

elsewhere in this report and to Grievances (Channels to Raise Concerns) and Processes to Remediate Negative

Impacts in this statement for further information.

Trained and independent investigators from the Internal Audit organization investigate allegations of bribery or

corruption. Serious risks are elevated to the appropriate level, including to Chief Audit and Compliance Officer,

the ECC and/or the Audit Committee.

Other Regulatory Non-Compliance Risks

The Company’s international operations require compliance with economic sanctions and export controls

regulations. Failure to comply exposes the Company to penalties and reputational risk. The Company has

developed policies, procedures and controls (including training) to manage this complex regulatory environment,

with specific attention to functions that involve contact with jurisdictions subject to greater regulation.

In 2025, Stellantis launched the “Gen AI Fundamentals at Stellantis” training program, designed to equip

employees with the knowledge and skills to effectively utilize generative artificial intelligence tools while

identifying and mitigating associated risks in their daily work activities.

Incidents of Corruption or Bribery

G1-4

In 2025, no convictions for violation of anti-corruption and anti-bribery laws were identified by Stellantis and no

associated fines have been assessed or paid. Stellantis remains committed to pursuing the highest standards of

integrity and compliance with all applicable anti-corruption and anti-bribery regulations.

Political Influence and Lobbying Activities

G1-5

The Company’s Approach to Public Affairs

Stellantis works to comply with relevant rules, standards, and guidelines governing influential practices in all

regions where it operates. The Company monitors legislation and regulations, and contributes with its expertise

in the development of regulations and standards that matter to customers, communities and stakeholders. To

regulate its practices and to foster transparency and integrity with external parties, Stellantis has adopted a

specific charter for relations with public institutions and a delegation of authority for the Public Affairs

department. This charter and delegation of authority apply to Stellantis employees who interact with public

authorities, requiring them to conduct their activities with probity and integrity while adhering to the principles of

good governance, transparency, and integrity. All members of C-suite management are trained in these

documents and are responsible for informing their teams.

¹¹ https://www.hatvp.fr/fiche-organisation/?organisation=879786085

323

Representatives Responsible in Administrative, Management and Supervisory Bodies for Oversight of Political

Influence and Lobbying Activities

In 2024, a new Chief Corporate Affairs and Communications Officer was appointed and supports the Stellantis

Leadership Team. All members of the Public Affairs department are tasked with upholding the Stellantis Code of

Conduct and the charter, with new members fully trained in the governance and corporate policies.

Stellantis upholds transparency in dealings with public authorities by complying with relevant rules, standards,

and guidelines. The Company works to provide updated, complete, reliable and accurate information in its

reporting of activities and interactions with authorities and complying with disclosure obligations.

We are listed in the relevant transparency registers in the EU, Germany, France and U.S., with the specific

registration identification numbers disclosed below:

• EU: registration number 986044541551-20 (transparency-register.europa.eu)

• Germany: register identification number R002372 (Lobby Register Bundestag.de);

• France: register identification details (Fiche Stellantis – Hatvp.fr) 11; and

• U.S.: registration House identification number 40881 and Senate identification number 400460283.

Responsible Public Affairs Practices

Stellantis aims to align with public international conventions including UN, ILO, OECD and adheres to the United

Nations Global Compact recommendations for responsible contributions to public debate. The Company

engages in public debate, including lobbying activities, on issues related to, among others, the environment,

vehicle safety, regional development and international trade, in full compliance with all applicable laws and

regulations. The governance and control of lobbying practices is outlined in the charter and in the Public Affairs’

delegation of authority. The main topics covered by our public affairs activities are:

• Environment and climate change: Stellantis’ positions on public issues are aligned with our strategic plan and

the public positions taken by Stellantis align with the targets of the Company. The compensation incentive

plans for the Public Affairs department include environmental objectives, and all senior executives have a

long-term incentive plan containing a component relating to the CO2 performance of the Company;

• Vehicle safety: Stellantis is involved in developing the framework of ISO and participates with recognized

organizations in the rulemaking process and implementation of new regulations and standards regarding

vehicle safety, such as the UN Economic Commission for Europe corresponding working groups; and

• Regional development and international trade: Stellantis supports the World Trade Organization rule-based

system and encourages international trade deals. Trade agreements foster innovation, growth and wider

customer choices at lower prices.

In 2025 and in 2024, there have been no external investigations against Stellantis regarding breaches regarding

transparency and integrity of engagement practices with public authorities. Stellantis confirms that no members

appointed to the administrative, management, or supervisory bodies held a comparable position in public

administration or government within the two years preceding their appointment.

324

In conformance with the Code of Conduct and the Charter for Public Affairs, Stellantis applies a policy of political

neutrality and works transparently with public authorities in the countries where it operates. The Company does

not make financial contributions to political parties and prohibits any financial relationship with an elected official

or a public service representative within the framework of their relationship. Total monetary value of financial and

in-kind political contributions made directly and indirectly by Stellantis is outlined in the table below:

Financial and in-kind political contributions


	2025	2024
(in € thousands)
Financial political contribution	—	—
Non-financial (in-kind) political contribution	—	—
Total financial contribution	—	—

Payment Practices

G1-6

Stellantis recognizes that adhering to its payment policies is crucial for maintaining transparency and efficiency

in financial transactions and supporting fair business practices across the value chain, including enabling SMEs

the ability to pay their employees and suppliers. The terms of payment may be different for our diverse supply

base (Direct/Indirect/Raw material, Spare parts/After-market, Services, Vendor Tooling, Logistics/Transports,

Machinery & Equipment, etc.) and may vary across different regions ranging between 30-90 days according to

our Stellantis Global Supplier Payment Term Policy.

Standard triggering events for payments to suppliers exist for each region and may include invoice date, down-

payment request date, receipt of goods or services (when self-billing) as defined in the relevant contract. For the

exceptional request for payment prior to goods being received and normal invoice triggering, approvals must be

obtained in accordance with the applicable internal delegation of authority. If the material or service to be

purchased is not covered under the existing payment policy standards, its payment term must be approved by

Purchasing and Treasury. Any deviation from the policy, either for a specific request (i.e., a specific purchase

order or a specific invoice), or for a temporary or permanent request (i.e., a new commodity), must be

specifically validated.

In 2025 and in 2024, Stellantis conducted a review of all closed and ongoing litigation cases. This analysis

identified 12 proceedings relating to late payments outstanding as of December 31, 2025 (8 proceedings as of

December 31, 2024).

Average Payment Days and Percentage of Payments Aligned with Standard Terms

In 2025, the average number of days to pay an invoice from the start of the contractual or statutory payment term

is 53 days and 96 percent (53 days and 95 percent in 2024) of invoices were paid in accordance with agreed

payment terms.

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APPENDIX

Appendix I - Disclosure Requirements in ESRS Covered by our Sustainability

Statement

IRO-2, BP-2

The following table shows the list of disclosure requirements complied with in preparing the Sustainability

Statement, following the outcome of the DMA, including the page numbers, and summarize the list of phased-in

disclosure requirements and Entity-specific metrics by topic. Disclosure requirements related to non-material topics

are denoted as NM in the table.

Minimum disclosure requirements on policies, actions and targets and metrics disclosure requirements are

included in each ESG topical section.

The information reported in the Management Report or in the Consolidated Financial Statements within this Annual

Report is denoted in the table with the ¶ symbol.


ESRS	Disclosure requirement		Section page
ESRS 2 · General disclosures
BP-1	General basis for preparation of the sustainability statement		200
BP-2	Disclosures in relation to specific circumstances		200
GOV-1	The role of the administrative, management and supervisory bodies	¶	109
GOV-2	Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies	¶	118
GOV-3	Integration of sustainability-related performance in incentive schemes	¶	169
GOV-4	Statement on sustainability due diligence		203
GOV-5	Risk management and internal controls over sustainability reporting		204
SBM-1.40a) i., ii	Strategy, business model and value chain (products, markets, customers)	¶	16, 21
SBM-1.40a) iii.	Strategy, business model and value chain (headcount by geographical area)	¶	206, 270
SBM-1.40b)	Strategy, business model and value chain (net revenue)		205
SBM-1.40e)	Sustainability-related goals		205
SBM-1.40f), g)	Elements of strategy	¶	14
SBM-1.42	Business model and value chain	¶	206
SBM-2	Interests and views of stakeholders		209
SBM-3.48a)-c)	Descriptions of material impacts, risks and opportunities		215
SBM-3.48d)	Current financial effects of material risks and opportunities	¶	340
SBM-3.48e)	Anticipated financial effect of material risks and opportunities		phased-in
SBM-3.48f)	Resilience of the Company strategy and business model		227
SBM-3.48g)	Changes to material impacts, risks and opportunities compared to previous reporting period		212
SBM-3.48h)	Impacts, risks and opportunities covered by ESRS disclosure requirements as opposed to those covered by entity-specific disclosures		325
IRO-1	Description of the process to identify and assess material impacts, risks and opportunities		212
IRO-2	Disclosure requirements in ESRS covered by the undertaking’s sustainability statement		325
IRO-2	Datapoints that derive from other EU legislation		329
ESRS E1 · Climate change
ESRS 2, GOV-3	Integration of sustainability-related performance in incentive schemes	¶	169
E1-1	Transition plan for climate change mitigation		226, 230
ESRS 2, SBM-3	Material impacts, risks and opportunities		215, 227
ESRS 2, IRO-1	Description of the processes to identify and assess material climate-related impacts, risks and opportunities		212, 227
E1-2	Policies related to climate change mitigation and adaptation		220, 230
E1-3	Actions and resources in relation to climate change policies		230
E1-4	Targets related to climate change mitigation and adaptation		237

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ESRS	Disclosure requirement	Section page
Entity-specific	Percentage reduction in absolute Scope 1 and 2 GHG emission	237
Entity-specific	Percentage of decarbonized electricity used in own operations	237
E1-5	Energy consumption and mix	238
E1-6	Gross Scopes 1, 2, 3 and total GHG emissions	239
Entity-specific	GHG emission intensity per vehicle sold and percentage reduction	239
E1-7	GHG removals and GHG mitigation projects financed through carbon credits	243
E1-8	Internal carbon pricing	243
E1-9	Anticipated financial effects from material risks and potential climate-related opportunities	Phased-in
ESRS E2 · Pollution
ESRS 2, IRO-1	Description of the processes to identify and assess material pollution-related impacts, risks and opportunities	212, 244
E2-1	Policies related to pollution	220, 244
E2-2	Actions and resources related to pollution	245
E2-3	Targets related to pollution	245
E2-4	Pollution of air, water and soil	NM
E2-5	Substances of concern and substances of very high concern	246
E2-6, 40 (b)	Operating and capital expenditures incurred in the period in conjunction with major incidents and deposits	NM
E2-6	Anticipated financial effects from pollution-related risks and opportunities	Phased-in
ESRS E3 · Water & Marine Resources
ESRS 2, IRO-1	Description of the processes to identify and assess material water and marine resources-related impacts, risks and opportunities	212, 247
E3-1	Policies related to water and marine resources	220, 247
E3-2	Actions and resources related to water and marine resources	248
E3-3	Targets related to water and marine resources	249
Entity-specific	Total water withdrawal normalized	249
Entity-specific	Total water withdrawal normalized in water-stressed areas	249
E3-4	Water consumption	250
Entity-specific	Total water withdrawal in water-stressed areas	250
E3-5	Anticipated financial effects from water and marine resources-related risks and opportunities	Phased-in
ESRS E4 · Biodiversity and ecosystems
E4-1	Transition plan and consideration of biodiversity and ecosystems in strategy and business model	252
ESRS 2, SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	215, 251
ESRS 2, IRO-1	Description of the processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities	212, 251
E4-2	Policies related to biodiversity and ecosystems	220, 253
E4-3	Actions and resources related to biodiversity and ecosystems	254
E4-4	Targets related to biodiversity and ecosystems	254
E4-5	Impact metrics related to biodiversity and ecosystem change	NM
E4-6	Anticipated financial effects from biodiversity and ecosystem-related risks and opportunities	Phased-in
ESRS E5 · Resource use and circular economy
ESRS 2, IRO-1	Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities	212, 255
E5-1	Policies related to resource use and circular economy	220, 256
E5-2	Actions and resources related to resource use and circular economy	258
E5-3	Targets related to resource use and circular economy	261
Entity-specific	Percentage of Green Materials on total vehicle weight for new launches	261
E5-4	Resource inflows	262
E5-5	Resource outflows	263
Entity-specific	Number of e-repair centers	263
Entity-specific	Percentage of ELVs material recycled	263
E5-6	Anticipated financial effects from material resource use and circular economy-related risks and opportunities	Phased-in
ESRS S1 · Own workforce
ESRS 2, SBM-2	Interests and views of stakeholders	209, 267, 275
ESRS 2, SBM-3	Material impacts, risks and opportunities	215, 265

327


ESRS	Disclosure requirement	Section page
S1-1	Policies related to own workforce	220, 266
S1-2	Processes for engaging with own workers and workers’ representatives about impacts	267
S1-3	Processes to remediate negative impacts and channels for own workers to raise concerns	268
S1-4	Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions	269, 273, 276, 279, 281, 285, 287
Entity-specific	Investment in training	287
Entity-specific	Total number of employees trained	287
Entity-specific	Number of training hours provided	287
Entity-specific	Number of employees trained on electrification-related topics (upskill/reskill)	287
Entity-specific	Number of employees trained through the Data & Software Academy in 2024	287
Entity-specific	Number of employees trained on TechXelerate program in 2024	287
S1-5	Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities	269, 275, 277, 284, 286, 287,
Entity-specific	Gender diversity target	269
Entity-specific	Workforce gender balance: Percentage of women in Top Management	269
Entity-specific	Percentage of technical engineering reskill/upskilling	287
Entity-specific	Access rate to training	287
Entity-specific	Percentage of countries with more than 150 employees covered by collective agreements	277
Entity-specific	Lost-time injury frequency rate (LTIR/1,000,000 hours worked)	284
S1-6	Characteristics of the undertaking’s employees	270
Entity-specific	Percentage on total workforce headcount by country with more than 50 employees, representing at least 10 percent of its total number of employees	270
Entity-specific	Workforce by type of contract and region- Percentage	270
Entity-specific	Workforce by category and gender- percentage	270
S1-7	Characteristics of non-employees in the undertaking’s own Workforce	272
S1-8	Workforce Collective bargaining coverage and social dialogue	277
Entity-specific	Total number of collective bargaining agreements signed	275
S1-9	Diversity metrics	270
S1-10	Adequate wages	279
S1-11	Social protection	276
S1-12	Persons with disabilities metrics	272
Entity-specific	Percentage of employees with disabilities by gender	272
Entity-specific	Performance and career development reviews by gender	272
Entity-specific	Average number of training hours by category	287
S1-13	Training and skills development metrics	288
S1-14	Health and safety metrics	284
Entity-specific	Number of hours training for health and safety (EHS training)	281
S1-15	Work-life balance metrics	278
Entity-specific	Employee survey participation rate	280
Entity-specific	Number of salary agreements signed in 2024	279
Entity-specific	Percentage of entitled employees who took parental leave by gender	278
S1-16	Remuneration metrics (pay gap and total compensation)	280
Entity-specific	Number of white-collar employees whose contribution has been recognized by the company through performance-based incentives	279
Entity-specific	Stellantis LTI	279
Entity-specific	Number of countries who benefited from the "Shares to win" program	279
Entity-specific	Shares to Win Employee subscription	279
S1-17	Incidents, complaints and severe human rights impacts	268
Entity-specific	Number of corporate human rights risk-assessment surveys	273
ESRS S2 · Workers in the value chain
ESRS 2, SBM-2	Interests and views of stakeholders	209, 288
ESRS 2, SBM-3	Material impacts, risks and opportunities	215, 289

328


ESRS	Disclosure requirement		Section page
S2-1	Policies related to value chain workers		220, 289
S2-2	Processes for engaging with value chain workers about impacts		292
S2-3	Processes to remediate negative impacts and channels for value chain workers to raise concerns		294
S2-4	Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions		295
S2-5	Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities		299
Entity-specific	Percentage of APV from Tier 1 suppliers evaluated on sustainability criteria		299
Entity-specific	Average sustainability scores of Stellantis Tier-1 suppliers assessed by independent third party vs. average sustainability scores of all companies assessed by third party		299
Entity-specific	Number of site-audits on Tier 1 suppliers and the battery supply chain		299
Entity-specific	Percentage of GRPG acceptance rate by direct material suppliers		299
Entity-specific	Number of Tier 1 suppliers in direct material		292
Entity-specific	Number of countries of our supply base		292
Entity-specific	Value of purchases worldwide		292
ESRS S3 · Affected Communities
ESRS 2, SBM-2	Interests and views of stakeholders		209, 300
ESRS 2, SBM-3	Material impacts, risks and opportunities		215, 300
S3-1	Policies related to affected communities		220, 301
S3-2	Processes for engaging with affected communities about impacts		301
S3-3	Processes to remediate negative impacts and channels for affected communities to raise concerns		303
S3-4	Taking action on material impacts on affected communities, and approaches to managing material risks related to affected communities		304
S3-5	Targets related to managing material negative impacts, and managing material risks and opportunities		304
ESRS S4 · Consumers and end-users
ESRS 2, SBM-2	Interests and views of stakeholders		209, 305
ESRS 2, SBM-3	Material impacts, risks and opportunities		215, 305, 309
S4-1	Policies related to consumers and end-users		220, 306, 309, 313
S4-2	Processes for engaging with consumers and end-users about impacts		307, 310, 313
S4-3	Processes to remediate negative impacts and channels for consumers and end users to raise concerns		307, 312, 314
Entity-specific	Number of vehicles recalled		312
S4-4	Taking action on material impacts on consumers and end-users, and approaches to managing material risks related to consumers and end-users		308, 310, 314
S4-5	Targets related to managing material negative impacts, and managing material risks and opportunities		308, 312, 314
Entity-specific	Percentage of complaints raised by Supervisory Authorities from customers handled on time		308
Entity-specific	Percentage reduction in 3 months in service repairs rate		314
ESRS G1 · Business Governance
ESRS 2, GOV-1	The role of the administrative, supervisory and management bodies	¶	109
ESRS 2, IRO-1	Description of the process to identify and assess material impacts, risks and opportunities		212, 315
G1-1	Business conduct policies and corporate culture		220, 316
G1-1	Stellantis Code of Conduct	¶	153
Entity-specific	Percentage of closed cases that were included in the Post-Investigation and Anti-Retaliation survey		316
G1-2	Management of relationships with suppliers		319
Entity-specific	Anti-corruption and anti-bribery training completion rate for employees most exposed to corruption risk		321
G1-3	Prevention and detection of corruption and bribery		321
G1-4	Confirmed incidents of corruption and bribery		322
G1-5	Political influence and lobbying activities		322
G1-6	Payment practices		324

329

Appendix II - Datapoints that Derive from Other EU Legislation

ESRS 2 PAR 56

This table includes all of the data points that derive from other EU legislation as listed in ESRS 2 appendix B,

indicating where the data points can be found in our report and which data points are assessed as Non-Material

(NM), as not applicable (n.a.) or related to a “Phased-in” Disclosure requirement.


Disclosure requirement	Paragraph	Disclosure requirement and related datapoint	EU legislation	Section page
ESRS 2 GOV-1	21 (d)	Board's gender diversity	SFRD, CBSR	110
ESRS 2 GOV-1	21 (e)	Percentage of board members who are independent	CBSR	110
ESRS 2 GOV-4	30	Statement on due diligence	SFRD	203
ESRS 2 SBM-1	40 (d) i	Involvement in activities related to fossil fuel activities	SFRD, P3, CBSR	n.a.
ESRS 2 SBM-1	40 (d) ii	Involvement in activities related to chemical production	SFRD, CBSR	n.a.
ESRS 2 SBM-1	40 (d) iii	Involvement in activities related to controversial weapons	SFRD, CBSR	n.a.
ESRS 2 SBM-1	40 (d) iv	Involvement in activities related to cultivation and production of tobacco	CBSR	n.a.
ESRS E1-1	14	Transition plan to reach climate neutrality by 2050	EUCL	226
ESRS E1-1	16 (g)	Undertakings excluded from Paris-aligned Benchmarks paragraph	P3, CBSR	226
ESRS E1-4	34	GHG emission reduction targets	SFRD, P3, CBSR	237
ESRS E1-5	38	Energy consumption from fossil sources disaggregated by sources	SFRD	238
ESRS E1-5	37	Energy consumption and mix	SFRD	238
ESRS E1-5	40 to 43	Energy intensity associated with activities in high climate impact sectors	SFRD	238
ESRS E1-6	44	Gross Scope 1, 2, 3 and Total GHG emissions	SFRD, P3, CBSR	239
ESRS E1-6	53 to 55	Gross GHG emissions intensity	SFRD, P3, CBSR	239
ESRS E1-7	56	GHG removals and carbon credits	EUCL	243
ESRS E1-9	66	Exposure of the benchmark portfolio to climate-related physical risks	CBSR	Phased-in
ESRS E1-9	66 (a)	Disaggregation of monetary amounts by acute and chronic physical risk	P3	Phased-in
ESRS E1-9	66 (c)	Location of significant assets at material physical risk	P3	Phased-in
ESRS E1-9	67 (c)	Breakdown of the carrying value of its real estate assets by energy- efficiency classes	P3	Phased-in
ESRS E1-9	69	Degree of exposure of the portfolio to climate- related opportunities	CBSR	Phased-in
ESRS E2-4	28	Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil	SFRD	NM
ESRS E3-1	9	Water and marine resources policies	SFRD	247
ESRS E3-1	13	Dedicated Policy paragraph	SFRD	n.a.
ESRS E3-1	14	Sustainable oceans and seas	SFRD	NM
ESRS E3-4	28 (c)	Total water recycled and reused	SFRD	250
ESRS E3-4	29	Total water consumption in m³ per million/€ net revenue on own operations	SFRD	250
ESRS2- IRO 1 - E4	16 (a) i	Activities negatively affecting biodiversity-sensitive areas	SFRD	NM
ESRS2- IRO 1 - E4	16 (b)	Land degradation, desertification, or soil sealing	SFRD	251
ESRS2- IRO 1 - E4	16 (c)	Threatened species	SFRD	NM
ESRS E4-2	24 (b)	Sustainable land / agriculture practices or policies	SFRD	NM
ESRS E4-2	24 (c)	Sustainable oceans / seas practices or policies	SFRD	NM
ESRS E4-2	24 (d)	Policies to address deforestation	SFRD	253, 289
ESRS E5-5	37 (d)	Non-recycled waste	SFRD	NM
ESRS E5-5	39	Hazardous waste and radioactive waste	SFRD	NM
ESRS 2- SBM3 - S1	14 (f)	Risk of incidents of forced labor	SFRD	268
ESRS 2- SBM3 - S1	14 (g)	Risk of incidents of child labor	SFRD	268, 273
ESRS S1-1	20	Human rights policy commitments	SFRD	266

330


Disclosure requirement	Paragraph	Disclosure requirement and related datapoint	EU legislation	Section page
ESRS S1-1	21	Due diligence policies on issues addressed by the fundamental ILO Conventions 1 to 8	CBSR	273
ESRS S1-1	22	Processes and measures for preventing trafficking in human beings	SFRD	266, 273
ESRS S1-1	23	Workplace accident prevention policy or management system	SFRD	266, 281
ESRS S1-3	32 (c)	Grievance/complaints handling mechanisms	SFRD	268
ESRS S1-14	88 (b) 88 (c)	Number of fatalities and number and rate of work- related accidents	SFRD, CBSR	284
ESRS S1-14	88 (e)	Number of days lost to injuries, accidents, fatalities or illness	SFRD	284
ESRS S1-16	97 (a)	Unadjusted gender pay gap	SFRD, CBSR	280
ESRS S1-16	97 (b)	Excessive CEO pay ratio paragraph	SFRD	280
ESRS S1-17	103 (a)	Incidents of discrimination	SFRD	268
ESRS S1-17	104 (a)	Non-respect of UNGPs on Business and Human Rights and OECD	SFRD, CBSR	268
ESRS 2- SBM3 – S2	11 (b)	Significant risk of child labor or forced labor in the value chain	SFRD	289
ESRS S2-1	17	Human rights policy commitments	SFRD	266, 289
ESRS S2-1	18	Policies related to value chain workers	SFRD	289
ESRS S2-1	19	Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines	SFRD, CBSR	289
ESRS S2-1	19	Due diligence policies on issues addressed by the fundamental ILO Conventions 1 to 8	CBSR	289, 292
ESRS S2-4	36	Human rights issues and incidents connected to its upstream and downstream value chain	SFRD	289
ESRS S3-1	16	Human rights policy commitments	SFRD	266, 301
ESRS S3-1	17	Non-respect of UNGPs on Business and Human Rights, ILO principles or and OECD guidelines	SFRD, CBSR	266, 301
ESRS S3-4	36	Human rights issues and incidents	SFRD	304
ESRS S4-1	16	Policies related to consumers and end-users	SFRD	306, 309, 313
ESRS S4-1	17	Non-respect of UNGPs on Business and Human Rights and OECD guidelines	SFRD, CBSR	306, 309
ESRS S4-4	35	Human rights issues and incidents	SFRD	306, 309
ESRS G1-1	10 (b)	United Nations Convention against Corruption	SFRD	321
ESRS G1-1	10 (d)	Protection of whistle-blowers	SFRD	153
ESRS G1-4	24 (a)	Fines for violation of anti-corruption and anti-bribery laws	SFRD, CBSR	322
ESRS G1-4	24 (b)	Standards of anti-corruption and anti-bribery	SFRD	321

SFRD: Sustainable Finance Disclosures Regulation (Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27

November 2019 on sustainability-related disclosures in the financial services sector).

P3: Pillar 3 (Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for

credit institutions and investment firms and amending Regulation (EU) No 648/2012 - Capital Requirements Regulation).

CBSR: Climate Benchmark Standard Regulation (Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June

2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds

and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 and supplemented by Commission delegated

Regulation (EU) 2020/1816 and (EU) 2020/1818).

EUCL: European Climate Law (Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the

framework for achieving climate neutrality and amending Regulations (EC) No 401/2009 and (EU) 2018/1999).

331

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision, and with the participation, of its management, including the CEO and CFO, Stellantis

conducted an evaluation of the effectiveness of its disclosure controls and procedures as of December 31, 2025

pursuant to Exchange Act Rule 13a-15(b). Based on that evaluation, the CEO and CFO concluded that Stellantis’

disclosure controls and procedures were effective to provide reasonable assurance that information required to

be disclosed in Stellantis’ Exchange Act filings is recorded, processed, summarized and reported within the time

periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to

Stellantis management, including the CEO and CFO, as appropriate, to allow timely decisions regarding

required disclosure.

Principal Characteristics of the Internal Control System and Internal Control over

Financial Reporting

Stellantis has designed a system of internal control over financial reporting based on the model provided in the

COSO Framework for Internal Controls, according to which the internal control system is defined as a set of

rules, procedures and tools designed to provide reasonable assurance of the achievement of corporate

objectives. In relation to the financial reporting process, reliability, accuracy, completeness and timeliness of the

information contribute to the achievement of such corporate objectives. A periodic evaluation of the system of

internal control over financial reporting is designed to provide reasonable assurance regarding the overall

effectiveness of the components of the COSO Framework (control environment, risk assessment, control

activities, information and communication, and monitoring) in achieving those objectives.

The approach adopted by Stellantis for the evaluation, monitoring and continuous updating of the system of

internal control over financial reporting, is based on a “top-down, risk-based” process consistent with the COSO

Framework. This enables focus on areas of higher risk and/or materiality, where there is risk of significant errors,

including those attributable to fraud, in the elements of the financial statements and related documents. The key

components of the process are:

• identification and evaluation of the source and probability of material errors in elements of financial reporting;

• assessment of the adequacy of key controls in preventing or detecting potential misstatements in elements of

financial reporting; and

• verification of the operating effectiveness of controls based on the assessment of the risk of misstatement in

financial reporting, with testing focused on areas of higher risk.

332

Management's Report on Internal Control over Financial Reporting

Stellantis management is responsible for establishing and maintaining adequate internal control over financial

reporting as defined in Exchange Act Rule 13a-15(f). The Stellantis internal control system was designed to

provide reasonable assurance regarding the preparation and fair presentation of published Consolidated

Financial Statements in accordance with IFRS. All internal control systems, no matter how well designed, have

inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to

be effective can provide only reasonable assurance with respect to the reliability of financial reporting and the

preparation and presentation of Consolidated Financial Statements in accordance with IFRS. Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions or that the degree of compliance with the policies or procedures may

deteriorate.

Management assessed the effectiveness of Stellantis internal control over financial reporting as of December 31,

2025, using the criteria set forth in the “Internal Control - Integrated Framework (2013)” issued by COSO. Based

on that assessment, management concluded that the internal control over financial reporting was effective as of

December 31, 2025.

Changes in Internal Control

During the year ended December 31, 2025, Stellantis implemented a new financial consolidation system,

replacing the prior legacy platforms, resulting in changes to internal control over financial reporting related to

controls to support the new consolidation system and process.

333

2026 STELLANTIS GUIDANCE AND OUTLOOK

2026 Stellantis Guidance


Net revenue		Mid-single digit percent increase
Adjusted operating income margin		Low-single digit percent
Industrial free cash flow		Improved year-over-year

AOI Considerations:

• Revenue growth reflects recently expanded product portfolio

• Pricing trends, outside of hyper-inflationary countries, projected at neutral to nominally positive

• Estimated €1.6 billion in net tariff expenses

• Expect increase in H2 2026 AOI margin percent vs. H1 2026

IFCF Considerations:

• Includes €2 billion of cash payments related to H2 2025 charges, of which, approximately €1 billion expected

in Q1 2026

• Expect return to positive IFCF in 2027

February 26, 2026

The Board of Directors

John Elkann

Antonio Filosa

Robert Peugeot

Henri de Castries

Fiona Clare Cicconi

Nicolas Dufourcq

Ann Godbehere

Claudia Parzani

Benoît Ribadeau-Dumas

Daniel Ramot

Alice Davey Schroeder

334

FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

STELLANTIS N.V. AND SUBSIDIARIES

Index to the Consolidated Financial Statements


		Page

Consolidated Income Statement		335
Consolidated Statement of Comprehensive Income		336
Consolidated Statement of Financial Position		337
Consolidated Statement of Cash Flows		338
Consolidated Statement of Changes in Equity		339
Notes to Consolidated Financial Statements		340
(1) Principal activities		340
(2) Basis of preparation		340
(3) Scope of consolidation		377
(4) Net revenues		381
(5) Research and development costs		383
(6) Net financial expenses/(income)		384
(7) Tax expense/(benefit)		385
(8) Other information by nature		391
(9) Goodwill and intangible assets with indefinite useful lives		392
(10) Other intangible assets		394
(11) Property, plant and equipment		395
(12) Investments accounted for using the equity method		399
(13) Financial assets		402
(14) Inventories		402
(15) Working capital		403
(16) Trade receivables, other assets, prepaid expenses and tax receivables		403
(17) Derivative financial and operating assets and liabilities		407
(18) Cash and cash equivalents		409
(19) Share-based compensation		410
(20) Employee benefits liabilities		414
(21) Provisions		422
(22) Debt		424
(23) Trade payables		431
(24) Other liabilities		432
(25) Fair value measurement		434
(26) Related party transactions		437
(27) Guarantees granted, commitments and contingent liabilities		440
(28) Equity		448
(29) Earnings/(loss) per share		451
(30) Segment reporting		452
(31) Explanatory notes to the Consolidated Statement of Cash Flows		457
(32) Qualitative and quantitative information on financial risks		461
(33) Subsequent events		468

335

STELLANTIS N.V. AND SUBSIDIARIES - CONSOLIDATED INCOME STATEMENT


		Years ended December 31,
(€ million, except per share amounts)	Note	2025	2024	2023
Net revenues	4	153,508	156,878	189,544
Cost of revenues		155,627	136,360	151,400
Selling, general and other costs		8,967	9,299	9,541
Research and development costs	5	11,145	5,784	5,619
Gains/(losses) on disposal of investments	3	(1,839)	(98)	20
Restructuring costs		913	1,617	1,119
Share of the profit/(loss) of equity method investees	12	(1,271)	(33)	491
Operating income/(loss)		(26,254)	3,687	22,376
Net financial expenses/(income)	6	351	(345)	(42)
Profit/(loss) before taxes		(26,605)	4,032	22,418
Tax expense/(benefit)	7	(4,273)	(1,488)	3,793
Net profit/(loss)		(22,332)	5,520	18,625

Net profit/(loss) attributable to:
Owners of the parent		(22,368)	5,473	18,596
Non-controlling interests		36	47	29

Earnings/(loss) per share:	29
Basic earnings/(loss) per share (€)		(7.75)	1.86	5.98
Diluted earnings/(loss) per share (€)		(7.75)	1.84	5.94

The accompanying notes are an integral part of the Consolidated Financial Statements.

336

STELLANTIS N.V. AND SUBSIDIARIES - CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


		Years ended December 31,
(€ million)	Note	2025	2024	2023
Consolidated profit/(loss) for the period		(22,332)	5,520	18,625

Fair value remeasurement of cash flow hedges		644	678	(910)
of which, reclassified to the income statement		378	445	532
of which, recognized in equity during the period		266	233	(1,442)
Gains and losses from remeasurement of financial assets		18	8	57
of which, reclassified to the income statement		(13)	—	—
of which, recognized in equity during the period		31	8	57
Exchange differences on translating foreign operations		(4,550)	1,008	(1,927)
Income tax (expense)/benefit		(197)	(156)	245
Share of Other comprehensive income/(loss) for equity method investees		(332)	55	(221)
Amounts to be potentially reclassified to profit or loss	28	(4,417)	1,593	(2,756)

Actuarial gains and losses on defined benefit pension obligations		261	(144)	(228)
Share of Other comprehensive income/(loss) for equity method investees		9	(1)	2
Income tax (expense)/benefit		52	55	41
Amounts not to be reclassified to profit or loss	28	322	(90)	(185)

TOTAL CONSOLIDATED COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD		(26,427)	7,023	15,684
of which, attributable to equity holders of the parent		(26,450)	6,974	15,658
of which, attributable to non-controlling interests		23	49	26

The accompanying notes are an integral part of the Consolidated Financial Statements.

337

STELLANTIS N.V. AND SUBSIDIARIES - CONSOLIDATED STATEMENT OF FINANCIAL POSITION


		At December 31,
(€ million)	Note	2025	2024
Assets
Goodwill and intangible assets with indefinite useful lives	9	29,176	31,986
Other intangible assets	10	15,709	22,379
Property, plant and equipment	11	42,958	45,011
Equity method investments	12	7,276	9,100
Non-current financial assets	13	1,794	3,294
Other non-current assets and prepaid expenses	16	11,125	9,661
Deferred tax assets	7	6,383	4,371
Non-current tax receivables	16	194	227
Total Non-current assets		114,615	126,029
Inventories	14	22,153	20,861
Assets sold with a buy-back commitment		3,616	1,938
Trade receivables	16	5,662	5,506
Current tax receivables	16	1,199	1,411
Other current assets and prepaid expenses	16	15,770	12,973
Current financial assets	13	1,987	3,872
Cash and cash equivalents	18	30,146	34,100
Assets held for sale	3	5	917
Total Current assets		80,538	81,578
Total Assets		195,153	207,607
Equity and liabilities
Equity	28
Equity attributable to owners of the parent		53,551	81,692
Non-controlling interests		450	423
Total Equity		54,001	82,115
Liabilities
Long-term debt	22	31,826	25,028
Other non-current financial liabilities	17	7	15
Other non-current liabilities	24	5,475	5,980
Non-current provisions	21	18,596	8,860
Employee benefits liabilities	20	4,795	5,441
Non-current tax liabilities		420	475
Deferred tax liabilities	7	1,294	4,507
Total Non-current liabilities		62,413	50,306
Short-term debt and current portion of long-term debt	22	14,121	12,199
Current provisions	21	14,317	14,220
Employee benefit liabilities	20	517	583
Trade payables	23	29,999	29,684
Current tax liabilities		491	475
Other liabilities	24	19,265	17,558
Other current financial liabilities	17	29	9
Liabilities held for sale	3	—	458
Total Current liabilities		78,739	75,186
Total Equity and liabilities		195,153	207,607

The accompanying notes are an integral part of the Consolidated Financial Statements.

338

STELLANTIS N.V. AND SUBSIDIARIES - CONSOLIDATED STATEMENT OF CASH FLOWS


		Years ended December 31,
(€ million)	Note	2025	2024⁽¹⁾	2023⁽¹⁾
Profit/(loss) before taxes		(26,605)	4,032	22,418
Adjustments for non-cash items and other:	31
depreciation and amortization		6,981	7,226	7,549
(gains)/losses on disposals		1,757	(32)	(195)
share of the (profit)/loss of equity method investees		1,271	46	(468)
other non-cash items		10,797	1,927	720
Change in provisions and employee benefits liabilities	31	11,330	1,779	2,460
Net change in receivables related to financial services activities	31	(4,867)	(3,455)	(3,586)
Change in carrying amount of leased vehicles⁽²⁾		(5,379)	(3,885)	(1,747)
Dividends received		276	335	312
Income tax received/(paid), net		(204)	(2,792)	(2,649)
Changes in working capital	15	(7)	(3,646)	(6,860)
Net cash from/(used in) operating activities		(4,650)	1,535	17,954
Proceeds from disposal of shares in consolidated companies and of investments in non-consolidated companies		485	261	1,457
Acquisitions of consolidated subsidiaries and equity method and other investments		(425)	(1,652)	(3,885)
Proceeds from disposals of property, plant and equipment and intangible assets		229	365	533
Investments in property, plant and equipment and intangible assets		(7,987)	(11,060)	(10,193)
Change in amounts payable on property, plant and equipment and intangible assets		(1,155)	223	1,068
Changes in loans to joint ventures and associates		91	(696)	(248)
Change in securities		2,856	2,422	(2,754)
Other changes		9	32	(193)
Net cash from/(used in) investing activities		(5,897)	(10,105)	(14,215)
Distributions paid:
to Stellantis shareholders		(1,959)	(4,651)	(4,208)
to non-controlling shareholders of subsidiaries		(5)	(10)	—
Proceeds from issuance of shares		49	104	92
(Purchases)/sales of treasury shares		—	(3,000)	(2,434)
Changes in short-term debt and other financial assets and liabilities	31	451	1,575	1,273
Gross outflows in repayments of long-term debt	31	(5,156)	(8,471)	(4,382)
Proceeds from issuances of long-term debt	31	14,194	13,115	4,168
Other changes		—	(5)	(10)
Net cash from/(used in) financing activities		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 the period	18	30,146	34,100	43,669

⁽¹⁾ Certain line items in prior periods have been reclassified to enhance the consistency and comparability of the financial disclosures.

Refer to Note 1, Basis of presentation for additional information

⁽²⁾ The change in the carrying amount of leased vehicles includes cash flows related to Assets sold with a buy-back commitment, assets

subject to operating leases recognized under Property, plant and equipment and Payables for buy-back agreements recognized under

Other liabilities. This includes depreciation, impairment losses, and write-offs of leased vehicles

The accompanying notes are an integral part of the Consolidated Financial Statements.

339

STELLANTIS N.V. AND SUBSIDIARIES - CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


	Attributable to the Owners of the parent
(€ million)	Share capital⁽¹⁾	Treasury shares	Retained earnings and other reserves⁽¹⁾	Cash flow hedge reserve	Remeasure ment of the fair value of financial assets	Actuarial gains and losses on pension obligations plans	Effect of change in exchange rates	Cumulative share of OCI of equity method investees	Equity - Attributable to Owners of the parent	Non- controlling interests	Total Equity
At January 1, 2023	32	(923)	66,783	(169)	9	3,404	2,966	(103)	71,999	383	72,382
Other comprehensive income	—	—	—	(665)	57	(187)	(1,924)	(219)	(2,938)	(3)	(2,941)
Net profit	—	—	18,596	—	—	—	—	—	18,596	29	18,625
Total Other comprehensive income	—	—	18,596	(665)	57	(187)	(1,924)	(219)	15,658	26	15,684
(Purchases) sales of treasury shares	—	(2,434)	—	—	—	—	—	—	(2,434)	—	(2,434)
Cancellation of treasury shares	(1)	923	(923)	—	—	—	—	—	(1)	—	(1)
Distributions	—	—	(4,208)	—	—	—	—	—	(4,208)	—	(4,208)
Share-based compensation	—	—	295	—	—	—	—	—	295	—	295
Other changes⁽¹⁾	—	—	383	1	—	—	—	—	384	18	402
At December 31, 2023	31	(2,434)	80,926	(833)	66	3,217	1,042	(322)	81,693	427	82,120
Other comprehensive income	—	—	—	521	8	(88)	1,006	54	1,501	2	1,503
Net profit	—	—	5,473	—	—	—	—	—	5,473	47	5,520
Total Other comprehensive income	—	—	5,473	521	8	(88)	1,006	54	6,974	49	7,023
Capital increase	9	—	(9)	—	—	—	—	—	—	—	—
(Purchases) sales of treasury shares	—	(3,000)	—	—	—	—	—	—	(3,000)	—	(3,000)
Cancellation of treasury shares	(3)	5,149	(5,146)	—	—	—	—	—	—	—	—
Distributions	—	—	(4,651)	—	—	—	—	—	(4,651)	(10)	(4,661)
Share-based compensation	—	—	159	—	—	—	—	—	159	—	159
Other changes⁽¹⁾	—	—	564	(47)	—	—	—	—	517	(43)	474
At December 31, 2024	37	(285)	77,316	(359)	74	3,129	2,048	(268)	81,692	423	82,115
Other comprehensive income	—	—	—	475	(10)	313	(4,537)	(323)	(4,082)	(13)	(4,095)
Net loss	—	—	(22,368)	—	—	—	—	—	(22,368)	36	(22,332)
Total Other comprehensive income	—	—	(22,368)	475	(10)	313	(4,537)	(323)	(26,450)	23	(26,427)
Distributions	—	—	(1,959)	—	—	—	—	—	(1,959)	(5)	(1,964)
Share-based compensation	—	—	133	—	—	—	—	—	133	—	133
Other changes⁽¹⁾	—	—	145	(10)	—	—	—	—	135	9	144
At December 31, 2025	37	(285)	53,267	106	64	3,442	(2,489)	(591)	53,551	450	54,001

⁽¹⁾ Includes:

• deferred hedging gains/(losses) transferred to inventory, net of tax of €(10) million (€(47) million at December 31, 2024 and €1 million at

December 31, 2023); and

• the effect of hyperinflation for entities whose functional currency is the Turkish Lira, beginning from January 1, 2022, and the Argentine

Peso, from July 1, 2018 of €196 million at December 31, 2025, €454 million at December 31, 2024 and €323 million at December 31,

2023.

The accompanying notes are an integral part of the Consolidated Financial Statements.

340

STELLANTIS N.V. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.	Principal activities

Stellantis N.V. was created as a result of the merger between Peugeot S.A. (“PSA”) and Fiat Chrysler

Automobiles N.V. (“FCA N.V.”), effective on January 17, 2021, with FCA N.V. as the surviving company. Upon

the merger, FCA N.V. was renamed to Stellantis N.V., a public limited liability company (naamloze

vennootschap), organized in the Netherlands, as the parent of Stellantis with its principal executive offices

located at Taurusavenue 1, 2132LS Hoofddorp, the Netherlands.

Stellantis is engaged in the design, engineering, manufacturing, distribution and sale of automobiles and light

commercial vehicles, engines, transmission systems, mobility services and financial services activities relating to

dealer and customer financing as well as vehicle leasing and rental. In addition, Stellantis is involved in certain

other activities, including independent after-market parts and service businesses and software and data

businesses.

Unless otherwise specified, the terms “we”, “our”, “us”, the “Company” and “Stellantis” refer to Stellantis N.V.,

together with its consolidated subsidiaries, or any one or more of them, as the context may require. References

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

any one or more of them, as the context may require. References to “PSA” and “Groupe PSA” mean Peugeot

S.A. together with its consolidated subsidiaries, or any one or more of them, as the context may require.

References to the “merger” refer to the merger between PSA and FCA completed on January 17, 2021 and

resulting in the creation of Stellantis.

All references in this report to “Euro” and “€” refer to the currency introduced at the start of the third stage of

European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as

amended. Stellantis financial information is presented in Euro. All references to “U.S. Dollars”, “U.S. Dollar”,

“U.S.$” and “$” refer to the currency of the United States of America (“U.S.”). Unless otherwise stated, all

amounts are given in millions of euros (€ million).

Stellantis has filed a list of subsidiaries and associated companies, prepared in accordance with Sections 379

and 414, Book 2, Dutch Civil Code, at the Dutch trade register of Amsterdam.


2.	Basis of preparation

Authorization of Consolidated Financial Statements and compliance with International Financial

Reporting Standards

The Consolidated Financial Statements, together with the notes thereto, of Stellantis as of and for the year ended

December 31, 2025 (the “Consolidated Financial Statements”) were authorized for issuance by the Stellantis

Board of Directors on February 26, 2026 and have been prepared in accordance with the International Financial

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

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

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

designation “IFRS” includes International Accounting Standards (“IAS”) as well as all interpretations of the IFRS

Interpretations Committee (“IFRIC”).

341

Basis of preparation

The Consolidated Financial Statements are prepared under the historical cost method, modified for the

measurement of certain financial instruments as required, as well as on a going concern basis. In this respect,

the Company’s assessment is that no material uncertainties (as defined in IAS 1 - Presentation of Financial

Statements) exist about its ability to continue as a going concern.

For the presentation of the Consolidated Income Statement, Stellantis uses a classification based on the function

of expenses rather than based on their nature as it is considered more representative of the format used for

internal reporting and management purposes and is consistent with international practice in the automotive

sector.