French bank Natixis disclosed a 4.6% stake in Polestar‘s Class A American Depositary Shares in a Schedule 13G filed with the US Securities and Exchange Commission on Thursday.
The filing reports beneficial ownership of 7,638,383 Class A ADSs as of the end of the second quarter.
The stake traces back to last December, when Polestar announced a $300 million equity investment split equally between Banco Bilbao Vizcaya Argentaria and Natixis, at $150 million each.
Natixis filed the disclosure under Rule 13d-1(b) as a bank, the short-form route reserved for passive institutional holders.
Chief Executive Michael Lohscheller said at the time the transactions “significantly enhance our liquidity position and help strengthen our balance sheet.”
The 5.0% Threshold
Thursday’s filing places Natixis below the 5.0% ownership level that triggers Schedule 13G reporting obligations, and the document checks the box confirming ownership of 5.0% or less of the class.
Natixis still holds 7,638,383 ADSs, a position almost identical in size to the 7,755,946 ADSs BBVA reported in its own Schedule 13G dated December 31, 2025 — consistent with the two banks’ matching $150 million investments.
BBVA’s December filing pegged its holding at 8.4% of the class, implying roughly 92.3 million Class A ADSs outstanding at the time, according to EV calculations.
Natixis’s new filing counts 163,283,710 Class A ADSs outstanding on June 30, representing 4,898,511,300 Class A ordinary shares at the 30-to-1 ratio, plus 996,419 Class B ADSs, figures the bank says were disclosed by the issuer.
The ADS class therefore expanded by roughly 76.9% in six months, according to EV calculations — dilution that mechanically cut both banks’ percentage stakes even with their share counts unchanged.
Under the December denominator, Natixis’s position would have represented about 8.3% of the class.
Polestar completed $640 million in debt-to-equity conversions with Geely-linked entities by early July, issuing new shares that account for much of the expansion.
Voting Power Without Dispositive Power
The filing contains one unusual feature: Natixis reports sole voting power over all 7,638,383 ADSs but zero dispositive power, sole or shared.
Banks typically report the reverse pattern, holding dispositive authority over client positions without voting rights.
The document does not explain the split.
BBVA’s December filing described a put option arrangement with Geely Sweden Automotive Investment AB, a wholly-owned Geely Sweden Holdings subsidiary, allowing the Spanish bank to sell its ADSs back at a pre-set price at the end of a three-year term, extendable by one year.
Polestar‘s December announcement said both financial institutions entered such put option arrangements as part of the equity financing, giving each an exit path with certain returns after three years.
A Paper Loss
The banks’ entry price works out to roughly $19.64 per ADS for Natixis and $19.34 for BBVA, based on the $150 million invested by each, according to EV calculations.
Polestar shares were trading near $14.5 as of publication time, valuing the Natixis position at roughly $112 million on paper — about 25% below cost.
The put option structure agreed with the Geely Sweden subsidiary was designed for precisely this scenario, shifting downside risk from the banks to Polestar‘s controlling shareholder network.
Difficult Stretch
The filing arrives during a bruising period for the Gothenburg-based brand.
Polestar sales fell 4.0% in the second quarter, the company’s first quarterly decline since 2024, even as first-half retail sales reached a record 30,423 cars.
A US import ruling will bar the brand from US sales from 2027, prompting price cuts of up to $25,000 as the company clears remaining inventory.
US sales dropped 40.0% in July as the sell-down progressed, and Lohscheller has ruled out an appeal of the decision.
Against that backdrop, the December financing package — the bank PIPE, the Geely put options and the debt conversions — remains the load-bearing structure beneath Polestar‘s balance sheet.
Thursday’s disclosure confirms the two anchor investors have held their positions through the first half of 2026, while the share issuance that shored up the company’s equity has diluted them out of the SEC’s large-holder reporting regime.
For BBVA, a parallel filing covering June 30 would show a similar decline from its reported 8.4%, if the Spanish bank’s position is likewise unchanged.
The percentage in the Natixis filing applies to the ADS class only.
