Book size: 7750; First Pay: 2026-06-16; Registration: Reg S Only; Comments: EUR2.2bn PNC5.25 cpn fxd-rate-reset 6.25% at 99.492, yld 6.375%. Reset Date: 6/16/2031. MWC: B+50bps. CoC: Yes. Tax Call: Yes. LEI: 549300LKT9PW7ZIBDF31;
Book size: 7000; First Pay: 2027-03-16; Registration: Reg S Only; Comments: EUR1.8bn PNC8 cpn fxd-rate-reset 6.875% at 99.254, yld 7.00%. Reset Date: 3/16/2034. MWC: B+50bps. CoC: Yes. Tax Call: Yes. LEI: 549300LKT9PW7ZIBDF31;
Book size: 4000; First Pay: 2026-09-16; Registration: Reg S Only; Comments: GBP865m PNC6.5 cpn fxd-rate-reset 8.25% at 99.472, yld 8.375%. Reset Date: 9/16/2032. MWC: UKT+50bps. CoC: Yes. Tax Call: Yes. LEI: 549300LKT9PW7ZIBDF31;
Deal Comments
Reoffer:
EUR PerpNC5.25: 6.375% / 99.492 / 389.5bp vs OBL 2.5% Apr-31
EUR PerpNC8: 7.000% / 99.254 / 429.2bp vs DBR 2.2% Feb-34
GBP PerpNC6.5: 8.375% (Ann) / 8.207% (S/A) / 99.472 / UKT 4.25% Jun-32
Benchmark:
EUR PerpNC5.25: OBL 2.5% Apr-31 @ 100.079 / 2.480%
EUR PerpNC8: DBR 2.2% Feb-34 @ 96.413 / 2.708%
GBP PerpNC6.5: UKT 4.25% Jun-32 @ 100.660 / 4.128%
Combined final orderbooks in excess of €18.75bn (good at re-offer)
EUR PerpNC5.25: €7.75bn+
EUR PerpNC8: €7bn+
GBP PerpNC6.5: £4bn+
Launched:
EUR PerpNC5.25: €2.2bn @ 6.375% - Book €8bn+
EUR PerpNC8: €1.8bn @ 7.000% - Book €7bn+
GBP PerpNC6.5: £865m @ 8.375% - Book £4bn+
Guidance:
EUR NC5.25 yield set at 6.375% - Book €7.5bn+
EUR NC8 yield set at 7% - Book €6.7bn+
GBP NC6.5 yield set at 8.375% - Book £4bn+
IPTs: EUR PerpNC5.25: 6.875%a EUR PerpNC8: 7.500%a GBP PerpNC6.5: 8.875%a
Issuer: Stellantis N.V.
Ticker: STLA
Country: NL
Issuer LEI: 549300LKT9PW7ZIBDF31
Senior Ratings: Baa3 (stable) / BBB- (negative) (Moody's/S&P)
Expected Instrument Ratings: Ba2 / BB (Moody's/S&P)
Anticipated Equity Credit:
Moody's: Basket M (50%)
S&P: Intermediate Equity Content (50%) until First Reset Date
Status of the Notes: The Securities and Coupons constitute direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves.
Format: Reg S, Bearer global form, CGN, TEFRA D rules apply
Currency:
EUR PerpNC5.25: €
EUR PerpNC8: €
GBP PerpNC6.5: £
Size:
EUR PerpNC5.25: €2.2bn
EUR PerpNC8: €1.8bn
GBP PerpNC6.5: £865m
Maturity / Call:
EUR PerpNC5.25: Perpetual NC5.25
EUR PerpNC8: Perpetual NC8
GBP PerpNC6.5: Perpetual NC6.5
Reoffer:
EUR PerpNC5.25: 99.492 // 6.375%
EUR PerpNC8: 99.254 // 7.000%
GBP PerpNC6.5: 99.472 // 8.375% (Ann) / 8.207% (S/A)
Reset Spread:
EUR PerpNC5.25: MS+377.1bp
EUR PerpNC8: MS+423.9bp
GBP PerpNC6.5: UKT+407.9bp
Reference Benchmark:
EUR PerpNC5.25: 389.5bp vs OBL 2.5% Apr-31 @ 100.079 / 2.480%
EUR PerpNC8: 429.2bp vs DBR 2.2% Feb-34 @ 96.413 / 2.708%
GBP PerpNC6.5: UKT 4.25% Jun-32 @ 100.660 / 4.128%
Settlement Date: 16-Mar-26 (T+4)
First Call Date:
EUR PerpNC5.25: 16-Mar-31
EUR PerpNC8: 16-Dec-33
GBP PerpNC6.5: 16-Jun-32
First Reset Date:
EUR PerpNC5.25: 16-Jun-31
EUR PerpNC8: 16-Mar-34
GBP PerpNC6.5: 16-Sep-32
Interest:
EUR PerpNC5.25: 6.250% Fixed rate until the First Reset Date. Resets every 5 years thereafter to the sum of the 5-year mid-swap rate and the Initial Credit Spread and any relevant coupon step-up(s), subject to benchmark discontinuation provisions
EUR PerpNC8: 6.875% Fixed rate until the First Reset Date. Resets every 5 years thereafter to the sum of the 5-year mid-swap rate and the Initial Credit Spread and any relevant coupon step-up(s), subject to benchmark discontinuation provisions
GBP PerpNC6.5: 8.250% Fixed rate until the First Reset Date. Resets every 5 years thereafter to the sum of the relevant benchmark Gilt rate and the Initial Credit Spread and any relevant coupon step-up(s)
First Step-up (+25bps):
EUR PerpNC5.25: 16-Jun-36
EUR PerpNC8: 16-Mar-39
GBP PerpNC6.5: 16-Sep-37
Second Step-up (+75bps):
EUR PerpNC5.25: 16-Jun-51 (100bps cumulative)
EUR PerpNC8: 16-Mar-54 (100bps cumulative)
GBP PerpNC6.5: 16-Sep-52 (100bps cumulative)
Interest Payment Date:
EUR PerpNC5.25: 16 June in each year commencing on 16-Jun-26 (Short-first coupon)
EUR PerpNC8: 16 March in each year commencing on 16-Mar-27
GBP PerpNC6.5: 16 September in each year commencing on 16-Sep-26 (Short-first coupon)
ISIN:
EUR PerpNC5.25: XS3307413842
EUR PerpNC8: XS3307414816
GBP PerpNC6.5: XS3307415110
Denominations:
EUR PerpNC5.25: €100k x €1k
EUR PerpNC8: €100k x €1k
GBP PerpNC6.5: £100k x £1k
TOE:
EUR PerpNC5.25: 17:16 UKT / 18:16 CET
EUR PerpNC8: 17:17 UKT / 18:17 CET
GBP PerpNC6.5: 17:15 UKT / 18:15 CET
MWC:
EUR PerpNC5.25: B+50bps
EUR PerpNC8: B+50bps
GBP PerpNC6.5: UKT+50bps
Optional Interest Deferral: Optional deferral (all or in part) at any time and at the Issuer's sole discretion (cumulative and compounding basis)
Settlement of Deferred Interest: Arrears of Interest may be satisfied at the option of the Issuer in whole or in part at any time, but shall become payable (in whole but not in part) on the earliest of: (i) the 10th Business Day following the date on which a Compulsory Arrears of Interest Settlement Event occurs; (ii) an Interest Payment Date in respect of which the Issuer has not elected to defer in whole payment of the relevant scheduled Interest Payment; or (iii) the date on which the Securities are redeemed or repaid in accordance with Condition 6 (Redemption, Exchange and Variation) or Condition 10 (Enforcement Events) or repurchased in accordance with Condition 8 (Purchases and Cancellation); or (iv) the liquidation of the Issuer. In each case subject to customary carve-outs where applicable
Early Redemption: In whole, but not in part, on any day from (and including) the First Call Date to (and including) the First Reset Date (3-month par call) or on any Interest Payment Date thereafter, in each case at their principal amount, together with any accrued and unpaid interest up to (but excluding) the relevant redemption date and any outstanding Arrears of Interest.
Make-Whole Call Option: The Issuer may redeem the Securities in whole, but not in part, at any time (a) from the Issue Date to, but excluding, the First Call Date and (b) from, and excluding, the First Reset Date on any date that is not an Interest Payment Date at the Make-whole Redemption Amount (the sum of (i) the greater of (x) par or (y) discounted cash flows at reference Bunds for the Euro Securities or spens make whole for the Sterling Securities + in each case 50bps p.a. (15% re-offer spread, rounded upwards to the nearest 5bps and capped at 50bps), and (ii) any interest accrued but not paid to, but excluding, the Make-whole Redemption Date
Change of Control: If a Change of Control combined with a Rating Decline has occurred, the Issuer may, subject to certain conditions, at any time redeem the Securities in whole, but not in part, at their principal amount, together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest. If the Issuer does not elect to redeem the Securities following the occurrence of a Change of Control, the Interest Rate shall be increased by 5 percentage points with effect from (and including) the date on which the Change of Control occurred.
Special Event Redemption: At any time, upon occurrence of a Substantial Repurchase Event (≥75%) or a Withholding Tax Event at their principal amount, together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest. At any time, upon the occurrence of an Accounting Event, a Rating Event or a Tax Deduction Event at (i) 101% of their principal amount on any date prior to the First Call Date; or, (ii) at their principal amount on or after the First Call Date; in each case together with any accrued and unpaid interest up to, but excluding, the relevant redemption date and outstanding Arrears of Interest (if any).
Substitution: Without the consent of the holders for a Treasury Subsidiary. A Treasury Subsidiary as substituted issuer may also at any time substitute for itself another Treasury Subsidiary, provided that in each case Stellantis N.V. guarantees the obligations of such Treasury Subsidiary.
Replacement Language: Intention-based (non-binding) and subject to carve-outs
Exchange or Variation: Applicable upon the occurrence of a Tax Deduction Event, Accounting Event, Rating Event or Withholding Tax Event – subject to certain conditions pursuant to Condition 6(i) (Exchange and Variation)
Documentation / Governing Law: Standalone - Preliminary Prospectus dated 10-Mar-26 / English law, save for certain provisions relating to status, subordination and waiver of set-off which shall be governed by Dutch law
Listing: Euronext Dublin (regulated market)
Clearing: Euroclear / Clearstream
Sole Global Coordinator and Structuring Advisor: Goldman Sachs Bank Europe SE (B&D)
Joint Lead Managers:
EUR PerpNC5.25: Goldman Sachs Bank Europe SE (B&D), Citi, Crédit Agricole CIB, IMI-Intesa Sanpaolo, Mediobanca, Natixis
EUR PerpNC8: Goldman Sachs Bank Europe SE (B&D), BBVA, BNP Paribas, Mizuho, Société Générale, UniCredit
GBP PerpNC6.5: Goldman Sachs Bank Europe SE (B&D), Commerzbank, Deutsche Bank, RBC CM, Santander, SMBC
Use of Proceeds: General corporate purposes
Target Market: UK MiFIR / MiFID II product governance. Eligible Counterparties and Professional Clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK
Sales into Canada: No sales into Canada, except to investors who are both a permitted client and an accredited investor, and are located in Alberta, BC or Ontario
Advertisement: The final Prospectus, when published, will be available on the Euronext Dublin's website (https://live.euronext.com)
Timing: PRICED – FTT 07:30 UKT / 08:30 CET 11-Mar-26