Business Context and Reporting Period
This Form 6-K filing by Polestar Automotive Holding UK PLC covers the month of December 2025, specifically dated December 16, 2025. The report details a significant financing transaction where Polestar entered into a credit agreement for a USD 600,000,000 term loan facility with Geely Sweden Automotive Investment AB (GSAI), a wholly-owned subsidiary of Geely Sweden Holdings AB and an affiliate of Polestar.
Key Financial Metrics and Capital Structure
- Term Loan Facility: Total size of USD 600,000,000.
- Commitment Structure: The first USD 300,000,000 is committed; the remaining USD 300,000,000 is uncommitted and available only with lender consent.
- Interest Rate: Term SOFR (with a zero floor) plus 3.00%.
- Repayment Terms: Available for utilization until March 31, 2026. Repayment is required six months from the Utilization Date.
- Subordination: The facility is subordinated to existing EUR 340,000,000 and USD 583,489,000 multicurrency green term loan facilities (Club Loan Facilities Agreement).
- Security: The obligations are unsecured and unguaranteed.
Material Changes and Transaction Details
The primary material change is the establishment of the new Term Loan Facility. A unique feature of this agreement is the lender's option to convert all or part of the loan and accrued interest into shares of Polestar. The equity conversion price is calculated based on the average closing price of Polestar's Class A American Depositary Shares over the five trading days preceding the Equity Conversion Exercise Notice. Repayment is contingent upon the lenders under the Club Loan Facilities Agreement consenting to release the liabilities from subordination.
Guidance, Risks, and Covenants
- Covenants: The agreement includes customary negative covenants restricting certain acquisitions, loans, and guarantees, as well as affirmative covenants regarding information undertakings and access to senior management.
- Events of Default: Includes payment defaults, material inaccuracies in representations, covenant defaults, cross-acceleration with other indebtedness, and liquidation proceedings.
- Registration Rights: Polestar agreed to enter into a registration rights agreement similar to the September 2021 agreement. Polestar must file a new shelf registration statement on Form F-3 within 90 days of the Equity Conversion Date to register the resale of any Conversion Shares.
- Prepayment: Polestar may voluntarily prepay without premium or penalty, subject to minimum amounts and prior notice. Mandatory prepayment is required upon a change of control or illegality.
Investor Verification Checklist
- Verify the utilization status of the committed USD 300,000,000 versus the uncommitted portion.
- Confirm the consent status of lenders under the existing Club Loan Facilities Agreement regarding the release of subordination.
- Monitor the potential dilution impact if GSAI exercises the equity conversion option.
- Review the filing of the Form F-3 shelf registration statement within the 90-day window following any equity conversion.
- Assess the impact of the additional interest expense (Term SOFR + 3.00%) on future liquidity and cash flow projections.