SCHEDULE 13D/A: French State-Backed Entities Clarify Significant Voting Stakes in Stellantis N.V. Through Loyalty Program

An amendment to a Schedule 13D filing clarifies the beneficial ownership and voting rights of Bpifrance Participations, Caisse des Depots, EPIC Bpifrance, and Bpifrance S.A. in Stellantis N.V., emphasizing their participation in a loyalty voting program.

Summary

• The filing is Amendment No. 2 to a Schedule 13D, submitted by Bpifrance Participations S.A., Bpifrance S.A., Caisse des Depots (CDC), and EPIC Bpifrance (collectively, the "Reporting Persons") regarding their holdings in Stellantis N.V.
• The primary purpose of this amendment is to clarify and reflect the differences in the Reporting Persons' percentage ownership of Stellantis N.V.'s Common Shares and voting rights under U.S. and Dutch law.
• The amendment explicitly states that it is not due to any recent transactions in Stellantis Common Shares by the Reporting Persons.
• All Reporting Persons participate in Stellantis N.V.'s loyalty voting program, which grants qualifying common shareholders one Class A special voting share for each qualifying Common Share, effectively attributing double voting rights.
• As of February 10, 2025, based on U.S. law (2,742,643,659 outstanding Common Shares and 3,609,054,375 outstanding voting rights):
• Bpifrance Participations S.A. directly holds 192,703,907 Common Shares (approximately 7.0% of outstanding Common Shares) and has an effective voting interest of approximately 10.7% (385,407,814 voting rights).
• Caisse des Depots (CDC) indirectly holds 8,207,316 Common Shares (less than 1.0%) through subsidiaries and 192,703,907 Common Shares (approximately 7.3%) through joint ownership of Bpifrance, resulting in an effective voting interest of approximately 10.9% (393,615,130 voting rights).
• Bpifrance S.A. and EPIC Bpifrance are deemed beneficial owners of 192,703,907 Common Shares and have 385,407,814 voting rights, representing approximately 10.7% of the total voting power.
• As of December 20, 2024, based on Dutch law (2,896,073,567 outstanding Common Shares and 3,762,595,791 outstanding voting rights):
• Bpifrance Participations' Common Share holdings represent approximately 6.7% and its voting rights approximately 10.2%.
• CDC's Common Share holdings represent approximately 7.2% and its voting rights approximately 10.7%.
• The Reporting Persons acquired the Common Shares for investment purposes and retain the right to change their investment intent, acquire additional shares, or dispose of existing holdings.

Sentiment

Score: 5

Explanation: The document is a factual regulatory filing (Schedule 13D/A) primarily clarifying beneficial ownership and voting rights, without presenting positive or negative financial performance or strategic shifts. Its tone is neutral and informative.

Positives

• The filing provides clear and detailed transparency regarding the beneficial ownership and voting rights of significant institutional shareholders in Stellantis N.V., enhancing market clarity.
• The explicit statement that the amendment is not due to recent transactions by the Reporting Persons suggests stability in their investment position rather than active trading.
• The participation in the loyalty voting program grants the Reporting Persons significant voting influence, effectively doubling their voting power relative to their common share holdings, which can be seen as a commitment to long-term engagement with Stellantis.

Negatives

• The Class A special voting shares, which contribute to the double voting rights, have only de minimis economic entitlements, meaning their value is primarily in voting power rather than direct financial return.
• The transferability of these Class A special voting shares is limited to very specific circumstances, potentially reducing liquidity or flexibility for the Reporting Persons regarding these specific voting instruments.

Risks

• The Class A special voting shares, while granting enhanced voting power, are transferable only in very limited circumstances, which could restrict the Reporting Persons' flexibility in managing their voting interests if circumstances change.

Future Outlook

The Reporting Persons state that all Common Shares were acquired for investment purposes and they retain the right to change their investment intent. They may, from time to time, acquire additional shares, sell existing holdings, or engage in ordinary course transactions with financial institutions. They may also consider and formulate plans regarding matters described in Item 4(a)-(j) of the Schedule 13D instructions, and hold discussions or make formal proposals to Stellantis management or board, or other third parties.

Industry Context

This filing primarily concerns the ownership structure and voting power of significant institutional investors in Stellantis N.V., a major global automotive manufacturer. It does not provide direct insights into broader industry trends or competitive dynamics, but rather clarifies the influence of key shareholders, including French state-backed entities, within the automotive sector's corporate governance landscape.

Stakeholder Impact

• Shareholders: Provides clarity on the significant voting power held by Bpifrance Participations, Caisse des Depots, EPIC Bpifrance, and Bpifrance S.A. due to their participation in the loyalty voting program, which could influence corporate governance and strategic decisions.

Next Steps

• The Reporting Persons may consider and formulate plans regarding potential future acquisitions or dispositions of Stellantis securities.
• The Reporting Persons may engage in discussions or make formal proposals to Stellantis management, its board of directors, or other third parties regarding their investment.

Key Dates

Keywords

Stellantis, Bpifrance, Caisse des Depots, EPIC Bpifrance, Beneficial Ownership, Voting Rights, Schedule 13D, Loyalty Voting Program, Automotive, SEC Filing, Corporate Governance