SCHEDULE: BBVA Discloses 8.4% Stake in Polestar Automotive

Banco Bilbao Vizcaya Argentaria S.A. (BBVA) has reported a beneficial ownership of 8.4% in Polestar Automotive Holding UK PLC, totaling 7,755,946 Class A ADSs.

Summary

• Banco Bilbao Vizcaya Argentaria S.A. (BBVA) has filed a Schedule 13G, disclosing beneficial ownership of Polestar Automotive Holding UK PLC.
• BBVA beneficially owns 7,755,946 Class A American Depositary Shares (ADSs) of Polestar.
• This ownership represents 8.4% of Polestar's Class A ADSs, based on 91,507,720 Class A ADSs and 996,419 Class B ADSs outstanding on December 23, 2025, assuming Class B conversion.
• Each Class A ADS represents 30 Class A Ordinary Shares, par value $0.01 each.
• BBVA holds sole voting and dispositive power over these 7,755,946 shares.
• The reporting person, BBVA, is classified as a financial institution.
• BBVA has a put option arrangement with Geely Sweden Automotive Investment AB (GSAI) to sell these Class A ADSs.
• The put option has a three-year term, extendable by one year, and allows for sale at a pre-determined price or earlier upon certain events. GSAI also has early settlement rights.

Sentiment

Score: 6

Explanation: The disclosure of a significant stake by a major financial institution like BBVA could be seen as a vote of confidence. However, the presence of a put option arrangement with Geely Sweden Automotive Investment AB (GSAI) suggests a structured investment rather than a pure long-term equity play, which introduces complexity and potentially limits the perceived long-term commitment.

Positives

• A major financial institution, Banco Bilbao Vizcaya Argentaria S.A. (BBVA), has disclosed a significant 8.4% beneficial ownership stake in Polestar Automotive Holding UK PLC, which could be viewed as a vote of confidence.
• The existence of a put option arrangement with Geely Sweden Automotive Investment AB (GSAI) provides a potential downside protection for BBVA's investment, allowing them to sell the ADSs at a pre-determined price.

Negatives

• The put option arrangement suggests that BBVA may not intend to hold the shares long-term, as it provides an exit strategy at a pre-determined price, potentially indicating a structured finance deal rather than a pure equity investment.
• The put option implies a potential lack of conviction in the long-term market appreciation beyond the pre-determined price, or it could be part of a hedging strategy.

Risks

• The put option arrangement with Geely Sweden Automotive Investment AB (GSAI) introduces counterparty risk related to GSAI's ability to fulfill its obligations under the option.
• The pre-determined price of the put option could limit BBVA's upside if Polestar's share price significantly outperforms the option's strike price.

Future Outlook

The filing indicates a put option arrangement with Geely Sweden Automotive Investment AB (GSAI) with a term of three years, extendable by one year. This suggests a defined timeframe for BBVA's potential exit from its beneficial ownership, either at the end of the term or earlier upon certain events, at a pre-determined price.

Industry Context

NA

Related Party Transactions

• Banco Bilbao Vizcaya Argentaria S.A. has entered into a put option arrangement with Geely Sweden Automotive Investment AB (GSAI) regarding the Class A ADSs. This transaction involves specific parties and a pre-determined price, suggesting a structured dealing.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional holder (BBVA) could be viewed positively, potentially increasing market confidence. However, the put option arrangement might signal a structured, potentially short-to-medium term holding rather than a long-term strategic investment, which could introduce uncertainty regarding future share supply.
• Geely Sweden Automotive Investment AB (GSAI): GSAI is a counterparty to the put option, indicating a financial arrangement where they may be obligated to purchase the ADSs from BBVA.

Next Steps

• The put option arrangement with Geely Sweden Automotive Investment AB (GSAI) has a term of three years, extendable by one year, indicating a future event for potential sale of the ADSs.
• GSAI has the option to early settle the put option under certain circumstances.

Key Dates

Recommendation

The filing reveals a significant beneficial ownership by a major financial institution, Banco Bilbao Vizcaya Argentaria S.A. (BBVA), which could be seen as a positive signal. However, the concurrent disclosure of a put option arrangement with Geely Sweden Automotive Investment AB (GSAI) suggests a structured financial position rather than a straightforward long-term equity investment. This arrangement introduces both a floor (via the put option's pre-determined price) and potentially a ceiling (if the put option is part of a larger structured product) to BBVA's exposure. For an investor, this filing primarily provides transparency on a large holder's position and a specific financial arrangement, but it doesn't offer new fundamental insights into Polestar's operational performance or strategic direction. Therefore, a "hold" recommendation is appropriate as the information doesn't fundamentally alter the investment thesis for Polestar, but rather clarifies a significant, albeit structured, ownership stake.

Keywords

Polestar Automotive, BBVA, Banco Bilbao Vizcaya Argentaria, Schedule 13G, Beneficial Ownership, Class A ADSs, Geely Sweden Automotive Investment, Put Option, Automotive, Electric Vehicles, Financial Institution