20-F: Stellantis Reports €22.3B Net Loss in 2025 Amid Strategic Reset

Stellantis reported a €22.3 billion net loss for 2025, driven by significant charges from a strategic reassessment and operational headwinds, leading to a revised long-term plan.

Summary

• A net loss of €22.3 billion was reported in 2025, a significant decline from a net profit of €5.520 billion in 2024.
• Adjusted Operating Income (AOI) turned negative to (€0.8) billion in 2025, from €8.648 billion in 2024.
• Net revenues decreased by 2.1% to €153.5 billion from €156.878 billion in 2024.
• Cash flows used in operating activities were €4.7 billion, compared to €1.535 billion generated in 2024.
• Industrial free cash flow was negative (€4.5) billion, an improvement from negative (€6.045) billion in 2024.
• Diluted EPS was (€7.75) in 2025, down from €1.84 in 2024.
• The company recognized €18.803 billion in significant charges related to a strategic reassessment, including €6.583 billion for platform impairments, €9.072 billion for product plan realignments and program cancellations, €2.054 billion for EV supply chain rationalization, and €1.094 billion for hydrogen fuel cell program discontinuation.
• An additional €5.4 billion expense was recognized due to a change in estimate for contractual warranty provisions, reflecting increased cost inflation and quality deterioration.
• Available liquidity stood at €49.8 billion at December 31, 2025, a decrease from €51.780 billion at December 31, 2024.
• No annual dividend will be paid in 2026 due to the 2025 net loss.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as very negative due to the substantial net loss, negative operating income, and significant write-offs and charges related to strategic missteps and operational challenges, despite some regional positives and liquidity.

Positives

• Industrial free cash flow improved to (€4.5) billion in 2025 from (€6.045) billion in 2024, despite overall negative cash flow.
• The South America segment showed increased consolidated shipments (9.6%) and Net revenues (2.1%) in 2025 compared to 2024.
• The China and India & Asia Pacific segment's Adjusted Operating Income improved to €74 million in 2025 from a loss of (€58) million in 2024.
• The Middle East & Africa segment maintained a strong Adjusted Operating Income margin at 14.7% and increased consolidated shipments by 7.1%.
• The company maintains a strong liquidity position with €49.8 billion available liquidity, including €18.3 billion in undrawn committed credit lines.
• Successful bond issuances in March, June, and September 2025, totaling significant amounts, indicate continued access to capital markets.
• The company's cybersecurity program is robust, with multilayered controls and external risk assessments aligned with NIST 800-53.
• The 2025 global Ethical Culture Survey showed 95% of responding salaried employees were familiar with and believed the company was living the Code of Conduct.

Negatives

• A net loss of €22.3 billion was reported in 2025, a substantial reversal from a net profit of €5.520 billion in 2024.
• Adjusted Operating Income (AOI) turned negative to (€0.8) billion in 2025, from €8.648 billion in 2024.
• Net revenues decreased by 2.1% to €153.5 billion in 2025.
• Cash flows used in operating activities were €4.7 billion in 2025, a significant decrease from €1.535 billion generated in 2024.
• Diluted EPS was (€7.75) in 2025, a substantial decline from €1.84 in 2024.
• Significant charges of €18.803 billion were recognized in 2025 due to strategic reassessment, including platform impairments (€6.583 billion), product plan realignments (€9.072 billion), EV supply chain rationalization (€2.054 billion), and hydrogen fuel cell program discontinuation (€1.094 billion).
• A €5.4 billion increase in contractual warranty provisions was recognized due to increased cost inflation and quality deterioration.
• North America Adjusted Operating Income turned negative to (€1.892) billion in 2025 from €2.660 billion in 2024, primarily due to unfavorable mix, U.S. tariffs, increased warranty expenses, and higher incentives.
• Enlarged Europe Adjusted Operating Income turned negative to (€651) million in 2025 from €2.419 billion in 2024, due to unfavorable pricing, lower volumes, and higher industrial costs.
• The Maserati segment experienced a 30.1% decrease in consolidated shipments and a 30.2% decrease in Net revenues in 2025, leading to an Adjusted Operating Income loss of (€198) million.
• The company will not pay an annual dividend in 2026 due to the 2025 net loss.
• Credit ratings were downgraded by S&P (BBB+ to BBB, outlook negative) and Moody's (Baa1 to Baa2, outlook negative) in 2025 and early 2026.
• Derecognition of €0.9 billion in deferred tax assets in Germany due to insufficient future taxable profits.
• Unfavorable foreign currency translation negatively impacted Net revenues by approximately €5.9 billion in 2025.

Risks

• Ability to maintain vehicle shipment volumes, particularly pickup trucks and larger sport utility vehicles in the U.S. market, and overall shipments of vehicles in the European market.
• 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.
• Ability to accurately predict the market demand for electrified vehicles.
• 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 vehicles.
• The level of competition in the automotive industry, which may increase due to consolidation and new entrants.
• 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 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 defined benefit pension plans.
• Ability to provide or arrange for access to adequate financing for dealers and retail customers.
• Risks related to the operation of financial services companies.
• Ability to access funding to execute the business plan.
• Ability to realize anticipated benefits from joint venture arrangements.
• Disruptions arising from political, social, and economic instability.
• Risks associated with relationships with employees, dealers, and suppliers.
• 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.
• Inability to adequately protect intellectual property rights.
• Difficulty in enforcing U.S. judgments against Directors, Senior Management, and independent auditors.
• The loyalty voting structure may concentrate voting power in a small number of shareholders and such concentration may increase over time.
• The loyalty voting structure may affect the liquidity of common shares and reduce the share price.
• The loyalty voting structure may prevent or frustrate attempts by shareholders to change management and hinder efforts to acquire a controlling interest.
• 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.
• The tax authorities of other jurisdictions may treat the company as also being a resident of another jurisdiction for tax purposes.
• May not qualify for benefits under the tax treaties entered into between the Netherlands and other countries.
• The tax consequences of the loyalty voting structure are uncertain.
• Potential Passive Foreign Investment Company (PFIC) tax considerations for U.S. Shareholders.
• The IRS may not agree with the determination that the company should not be treated as a domestic corporation for U.S. federal income tax purposes.
• Failure to maintain a permanent establishment in France could experience adverse tax consequences.
• Changes to tax laws or treaties could adversely affect the company and its subsidiaries and shareholders.
• Risks related to the health and safety of employees, as well as reputational risk related to diversity and inclusion.

Future Outlook

New executive leadership is overseeing a comprehensive reassessment of the company's long-term strategy, part of a broader business reset, with the updated strategy to be communicated at the Investor Day in May 2026. The review aims to realign strategy, portfolio, and investment priorities with real-world customer preferences, market demand, and evolving regulatory frameworks, while also addressing prior operational and execution challenges. The company remains committed to electrified powertrains but emphasizes a demand-led approach and flexibility across powertrain technologies (BEV, hybrid, REEV, ICE). Shipments in North America are expected to be impacted in 2026 by new product introductions, including the all-new 2026 Jeep Cherokee and internal combustion variants of the Dodge Charger. The Maserati reportable segment will be eliminated from January 1, 2026, with reporting by geographic area. The profitability of BEV or hybrid vehicles is expected to continue to lag behind ICE vehicles in the near term, and significantly higher investments in product development and R&D are anticipated, leading to higher amortization charges once assets start production. No annual dividend will be paid in 2026 due to the 2025 net loss.

Management Comments

• "We are focusing on growth and increased market share."
• "Implementing a tailored product plan by region, listening to dealers and customers, reducing the impact of tariffs."
• "Improving quality and rebuilding customer satisfaction and trust."
• "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."
• The Chairman, John Elkann, refused any additional compensation for his enhanced leadership role during the CEO transition period.

Industry Context

StockSavvy.ai notes that the automotive industry is highly competitive and cyclical, with intense price competition and excess global manufacturing capacity. StockSavvy.ai observes a shift in Stellantis's electrification strategy towards a more demand-led and regionally differentiated transition, emphasizing flexibility across powertrain technologies, which contrasts with its earlier aggressive 2030 EV targets. This reflects broader industry challenges in EV adoption rates, infrastructure, and affordability. StockSavvy.ai highlights the increasing competition from new entrants, particularly Chinese OEMs, which are developing EVs with lower production costs and advanced technological solutions, putting pressure on established manufacturers like Stellantis. StockSavvy.ai recognizes the impact of global macroeconomic factors, including persistent inflation, high interest rates, and geopolitical volatility, which have affected consumer spending and vehicle affordability across the industry. StockSavvy.ai notes the divergence in regulatory policies, with some markets (e.g., U.S.) loosening emissions and fuel economy regulations, while others (e.g., EU) continue to tighten them, creating a complex and challenging environment for global automakers.

Comparison to Industry Standards

• The company benchmarks executive compensation against a peer group including U.S. and European automobile manufacturers such as 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, and Renault, generally targeting total direct compensation for Directors to be at or near the market median.
• Stellantis confirmed its second-place position in the EU30 passenger cars (PC) and commercial vehicles (CV) markets with a market share of 16.0% in 2025, behind Volkswagen (25.1%).
• Stellantis Pro One confirmed its overall leadership in the EU30 CV market with a share of 28.6%.
• Fiat Panda is noted as the leader of the A-segment in Europe with 24% market share.
• In the B-hatch segment in Europe, Stellantis has three cars (Peugeot 208, Opel/Vauxhall Corsa, Citroën C3) in the top six, collectively representing 24.3% 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% in volume compared with 2024.
• Stellantis confirmed its leadership of the BEV B-segment in Europe with more than 31% market share, showing a sales increase of 32.6% compared to 2024.
• In South America, Stellantis maintained its market share leadership (22.6% in 2025), with FIAT as the brand leader (14.2%).
• FIAT also led the pickup truck market in Brazil, with the Fiat Strada, Toro, and Titano, together representing an aggregate of 42.1% market share in the segment.
• Jeep achieved 4.9% of the total industry sales in Brazil with 11.3% market share in the SUV segment.
• China formulated the electric consumption limit regulation for BEVs in 2025, which is the first such requirement to be implemented globally.
• China's C-NCAP rating system is similar to U.S. NCAPs but employs a stricter rating structure to reduce the number of five-star rated vehicle models.

Management Changes

Corporate Governance

Legal Proceedings

• **Takata Airbag Inflators:** Ongoing class action lawsuits in the U.S. District Courts for the Southern District of Florida, alleging economic loss due to Takata airbag inflators. The Court granted summary judgment in FCA US's favor against all claimants except those in Georgia and North Carolina in November 2022. Class certification was preliminarily granted in June 2023, then narrowed in July 2023. The likelihood or range of material loss cannot be reliably evaluated at this stage.
• **Emissions Private Litigation:** Class actions and individual claims alleging emissions non-compliance are ongoing in the Netherlands, Portugal, UK, and Israel regarding former FCA and PSA vehicles. Approximately 1,500 individual consumer claims are pending in Germany and 70 in Austria relating to former FCA vehicles. The likelihood or range of material loss cannot be reliably evaluated.
• **General Motors Lawsuit:** General Motors LLC filed a lawsuit in November 2019 against FCA US and Stellantis N.V. (formerly FCA N.V.) alleging violations of the Racketeer Influenced and Corrupt Organizations (RICO) Act, unfair competition, and civil conspiracy related to alleged UAW payments. The federal court case was dismissed and affirmed on appeal. GM refiled in Michigan state court, and the case is currently stayed pending Michigan Court of Appeals rulings on privilege. The likelihood or range of material loss cannot be reliably evaluated.
• **2024 Financial Guidance Securities Class Action:** A putative securities class action complaint was filed in August 2024 in the U.S. District Court of the Southern District of New York against Stellantis N.V. and certain of its former officers, alleging material misstatements relating to the company's 2024 financial guidance. A motion to dismiss was filed in June 2025. The likelihood or range of material loss cannot be reliably evaluated.
• **Emissions Government Inquiries (France):** As part of a judicial investigation of several automakers in France, Automobiles Peugeot and Automobiles Citroën were placed under examination in June 2021 (Euro 5 diesel, 2009-2015), and FCA Italy (Stellantis Europe) in July 2021 (Euro 6 diesel, 2014-2017) for consumer fraud. The Public Prosecutor has requested referral to criminal court.
• **Emissions Government Inquiries (Germany KBA):** The German authority, Kraftfahrt-Bundesamt (KBA), notified Stellantis in May 2023 of its investigation into Opel Euro 5, Fiat Euro 5 and Euro 6 vehicles, and later expanded it to include Alfa Romeo, FIAT, Jeep, and Suzuki vehicles. KBA advised Opel Euro 5 vehicles are non-compliant in January 2024 and issued a formal decision in July 2024. The cost of any recall and impact on related private litigation may be significant, but the likelihood or range of loss cannot be reliably evaluated.
• **Emissions Government Inquiries (Italy MIT):** The Italian Ministry of Transport (MIT) notified FCA Italy in December 2019 of alleged irregularities in Jeep Grand Cherokee Euro 5 emissions. FCA Italy proposed updates that were tested and approved by the RDW.
• **Emissions Government Inquiries (Germany/Italy/UK Public Prosecutors):** Unannounced inspections took place in July 2020 as part of diesel emissions investigations. Italian proceedings were dismissed in September and October 2023. The Public Prosecutor of Frankfurt am Main imposed a non-material fine on Stellantis Europe in March 2025 for negligent breach of supervisory duties, which is now final.
• **Emissions Government Inquiries (European Commission):** The EC notified the MIT in January 2024 of alleged non-compliance of Fiat Ducato Euro 5 and Euro 6 vehicles based on tests performed at the EC's request.
• **Emissions Government Inquiries (UK DVSA):** Stellantis entities have received questions from the Driver and Vehicle Standards Agency (DVSA) regarding a market surveillance activity to assess vehicle emissions. Correspondence progressed during 2025, and the timing of any final DVSA decision is uncertain.
• **Emissions Government Inquiries (France SSMVM):** The French Market Surveillance Authority (SSMVM) requested information about certain Stellantis diesel vehicles regarding alleged possible NOx over-emissions in October 2025.
• **End of Life Vehicles:** The EC and the UK Competition and Markets Authority (CMA) conducted unannounced inspections in March 2022 related to potential collusion in the collection, treatment, and recovery of end-of-life vehicles. A non-material provision was recognized in 2024. Fines imposed by the EC and CMA in H1 2025 did not exceed the previously recognized provision.
• **Takata Airbag Recalls Criminal/Regulatory:** The company is subject to and cooperating with criminal investigations and regulatory proceedings in several European jurisdictions relating to the recall of Stellantis vehicles equipped with Takata airbags. The likelihood or range of material loss cannot be reliably evaluated.

Related Party Transactions

• Sale of Light Commercial Vehicles (LCV) and spare parts to Iveco's owned dealer network.
• Sale of iron and aluminum engine components, plastic components, and industrial equipment to Iveco.
• Sale of propulsion system and other components to CNH Industrial N.V.
• Purchase of engines and engine components for Maserati vehicles from Ferrari N.V. (terminated December 2023, limited extension to March 2024).
• Jeep brand sponsorship of Juventus Football Club (a subsidiary of Exor).
• Sale of vehicles for rental activities to Leasys.
• Sale of vehicles for resale and leasing activities to joint ventures with Santander and BNP Paribas.
• Sale of vehicles and spare parts to the associate company Stafim for distribution in Tunisia.
• Purchase of used vehicles from Leasys and the joint ventures with Santander and BNP Paribas under repurchase agreements from leasing and rentals activities.
• Sale of vehicles for distribution in Türkiye and components, as well as purchase of light commercial vehicles and passenger cars from the joint venture Tofas.
• Purchase of Leapmotor vehicles from Zhejiang Leapmotor Technology Co., Ltd for distribution by Leapmotor International outside of China.
• Purchase of batteries from StarPlus, NextStar, and ACC joint ventures.
• Participation in a CO2 regulatory credits open pool with Zhejiang Leapmotor Technology Co., Ltd to contribute to the achievement of European emissions targets.
• Purchase of electric motors from the Nidec joint venture.
• Extension of subordinated loans to Financial Services JVs with SCF and BNPP Personal Finance.
• Extension of loans to the joint ventures StarPlus and ACC.
• Extension of a shareholders loan and entering into a lease agreement with Contemporary Star Energy, S.L. joint venture.
• Manufacturing assistance services in both technology and personnel to manufacture an electric vertical take-off and landing aircraft with Archer Aviation Inc.
• Sale of Stellantis Otomotiv Pazarlama A.S. (Stellantis Türkiye) to Tofas in April 2025.
• NextStar Energy Inc. was classified as held for sale as of December 31, 2025, with LG Energy Solution to acquire full ownership in February 2026.

Stakeholder Impact

• **Shareholders:** Experienced a significant negative impact due to the substantial net loss, negative operating income, and the decision to not pay an annual dividend in 2026. The significant charges and credit rating downgrades further contribute to this negative sentiment. The loyalty voting structure may also affect voting power concentration and share liquidity.
• **Employees:** Faced workforce reductions as part of restructuring costs. Benefited from new collective bargaining agreements with wage increases and other benefits (UAW, Unifor). The company offered employee-share purchase plans. However, employees in production facilities are exposed to health and safety risks.
• **Customers:** Experienced quality-related challenges with new platforms and powertrains, leading to increased warranty costs and potential recalls. The strategic reassessment aims to realign product offerings with customer preferences. Tariffs may impact vehicle prices for customers.
• **Suppliers:** Face risks of supply chain disruptions, increased costs of raw materials and components, and potential disputes related to program cancellations. The company is working proactively with suppliers to mitigate these issues.
• **Creditors:** Credit rating downgrades by S&P and Moody's may affect the cost and availability of future funding. The company reports compliance with debt covenants.
• **Regulatory Authorities:** Continue to engage with the company through ongoing investigations and compliance requirements related to emissions, vehicle safety, and competition laws.

Next Steps

• Communicate an updated strategic plan at the Investor Day in May 2026.
• Continue to implement a tailored product plan by region, focusing on customer and dealer feedback.
• Improve quality and rebuild customer satisfaction and trust.
• Enhance profitability and focus on customer value through dealer and supplier relationships, customer service, and technical assistance.
• Continue to work closely with the dealer network to address challenges, including electrification.
• Monitor developments related to the U.S. EPA's rescission of GHG standards and the U.S. Supreme Court's ruling on IEEPA tariffs.
• Continue to cooperate with KBA inquiries regarding Opel Euro 5 diesel engines and submit a plan for compliance.
• Cooperate with MIT in substantive responses to the EC regarding Fiat Ducato Euro 5 and Euro 6 vehicles.
• Continue correspondence with DVSA regarding market surveillance activity on vehicle emissions.
• Provide exhaustive technical explanations to the French Market Surveillance Authority (SSMVM) regarding alleged NOx over-emissions in certain diesel vehicles.
• LG Energy Solution to acquire full ownership of NextStar Energy Inc. (subject to regulatory approvals and closing conditions).
• Antonio Filosa has until December 31, 2030, to satisfy stock ownership requirements.
• The Board of Directors will annually review and discuss its own functioning and performance, as well as that of its Committees and individual Directors.
• The Remuneration Committee will continue engagement with shareholders for feedback and dialogue regarding compensation philosophy and pay practices.
• The Remuneration Committee will annually reassess annual bonus plan performance financial targets and performance/payout ranges.
• The Remuneration Committee will align performance targets and performance/payout ranges with performance equity grants and total rewards philosophy, long-term strategy, and operating goals.

Key Dates

Recommendation

The company reported a substantial net loss and negative adjusted operating income for 2025, driven by massive one-time charges related to strategic missteps in electrification and operational quality issues. While a strategic reassessment is underway, the immediate financial performance is severely impacted, and the future outlook for profitability in key segments like BEVs remains challenging. The suspension of the dividend further signals financial strain. The credit rating downgrades and ongoing legal/regulatory risks add to the uncertainty. A seasoned investor would likely divest given the significant financial deterioration and the long road to recovery implied by the strategic reset.

Keywords

Automotive, SEC Filing, Financial Results, Net Loss, Adjusted Operating Income, Strategic Reassessment, Electrification, EV Supply Chain, Hydrogen Fuel Cell, Warranty Costs, Platform Impairments, Product Plan Realignment, Corporate Governance, Risk Management, Stellantis, 20-F, Annual Report, Shareholder Rights, Remuneration Policy, Capital Resources, Market Share, Tariffs, Cybersecurity, Pension Plans, Legal Proceedings, Taxation, Sustainability, Employee Benefits