UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 6-K
_______________________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023
Commission File No. 001-36675
_______________________________
STELLANTIS N.V.
(Translation of Registrant’s Name Into English)
_______________________________
Taurusavenue 1
2132LS, Hoofddorp
The Netherlands
Tel. No.: +31 237001511
(Address of Principal Executive Offices)
_______________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(7): o
The following exhibits are furnished herewith:
| Exhibit 99.1 | Press release issued by Stellantis N.V. dated September 8, 2023. | ||||
| Exhibit 99.2 | Press release issued by Stellantis N.V. dated September 11, 2023. | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 11, 2023 | STELLANTIS N.V. | ||||||||||
By: | /s/ Giorgio Fossati | ||||||||||
Name: Giorgio Fossati | |||||||||||
Title: General Counsel | |||||||||||
Index of Exhibits
Exhibit Number | Description of Exhibit | ||||
| 99.1 | Press release issued by Stellantis N.V. dated September 8, 2023. | ||||
| 99.2 | Press release issued by Stellantis N.V. dated September 11, 2023. | ||||
Exhibit 99.1
Completion of the Second Tranche of Stellantis Share Buyback
Program and Weekly Report (September 1-7, 2023)
AMSTERDAM, September 8, 2023 - Stellantis N.V. (“Stellantis” or the “Company”) announced today that its Second Tranche of the Share Buyback Program announced on June 7, 2023, covering up to €500 million to be executed in the open market during the period between June 7, 2023 and September 7, 2023, has been completed.
Since June 7, 2023 up to and including September 7, 2023, the Company has purchased a total of 30,660,186 common shares for a total consideration of €499,999,499.
During the period between September 1 up to and including September 7, 2023 the Company has repurchased the following common shares:
Date | Number of Shares Repurchased | Average Market Purchase Price in € per share | Repurchased Volume in € (excluding fees) | Venues | ||||||||||
01/09/2023 | 268 403 | €16.9644 | €4 553 299 | MILE | ||||||||||
01/09/2023 | 112 820 | €16.9469 | €1 911 947 | CEUX | ||||||||||
01/09/2023 | 25 777 | €16.9431 | €436 743 | TQEX | ||||||||||
04/09/2023 | 238 606 | €16.8971 | €4 031 757 | MILE | ||||||||||
04/09/2023 | 191 006 | €16.8948 | €3 227 000 | CEUX | ||||||||||
04/09/2023 | 50 388 | €16.9124 | €852 183 | TQEX | ||||||||||
05/09/2023 | 294 996 | €16.7425 | €4 938 966 | MILE | ||||||||||
05/09/2023 | 60 344 | €16.7653 | €1 011 688 | CEUX | ||||||||||
05/09/2023 | 28 660 | €16.7900 | €481 200 | TQEX | ||||||||||
06/09/2023 | 325 492 | €17.0437 | €5 547 576 | MILE | ||||||||||
06/09/2023 | 71 318 | €17.0351 | €1 214 911 | CEUX | ||||||||||
06/09/2023 | 23 190 | €17.0552 | €395 511 | TQEX | ||||||||||
07/09/2023 | 308 040 | €16.9870 | €5 232 687 | MILE | ||||||||||
07/09/2023 | 91 737 | €16.9844 | €1 558 095 | CEUX | ||||||||||
07/09/2023 | 41 988 | €16.9783 | €712 886 | TQEX | ||||||||||
Total | 2 132 765 | €16.9294 | €36 106 447 | |||||||||||
As of September 7, 2023, the Company held in treasury No. 63.909.998 common shares equal to 2.02% of the total issued share capital including the common shares and the special voting shares.
A comprehensive overview of the transactions carried out under the buyback program, as well as the details of the above transactions, are available on Stellantis’ corporate website under the Share Buyback Program Section www.stellantis.com/en/investors/stock-and-shareholder-info/share-buyback-program.
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About Stellantis
Stellantis N.V. (NYSE: STLA / Euronext Milan: STLAM / Euronext Paris: STLAP) is one of the world's leading automakers and a mobility provider. Its storied and iconic brands embody the passion of their visionary founders and today’s customers in their innovative products and services, including Abarth, Alfa Romeo, Chrysler, Citroën, Dodge, DS Automobiles, Fiat, Jeep®, Lancia, Maserati, Opel, Peugeot, Ram, Vauxhall, Free2move and Leasys. Powered by our diversity, we lead the way the world moves – aspiring to become the greatest sustainable mobility tech company, not the biggest, while creating added value for all stakeholders as well as the communities in which it operates. For more information, visit www.stellantis.com.
 @Stellantis |  Stellantis |  Stellantis |  Stellantis | ||||||||
For more information, contact: | ||
communications@stellantis.com | ||
www.stellantis.com | ||
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements. In particular, statements regarding future events and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, future financial and operating results, the anticipated closing date for the proposed transaction and other anticipated aspects of our operations or operating results are forward-looking statements. These statements may include terms such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan”, or similar terms. Forward-looking statements are not guarantees of future performance. Rather, they are based on Stellantis’ current state of knowledge, future expectations and projections about future events and are by their nature, subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future and, as such, undue reliance should not be placed on them.
Actual results may differ materially from those expressed in forward-looking statements as a result of a variety of factors, including: the impact of the COVID-19 pandemic, the ability of Stellantis to launch new products successfully and to maintain vehicle shipment volumes; changes in the global financial markets, general economic environment and changes in demand for automotive products, which is subject to cyclicality; changes in local economic and political conditions, changes in trade policy and the imposition of global and regional tariffs or tariffs targeted to the automotive industry, the enactment of tax reforms or other changes in tax laws and regulations; Stellantis’ ability to expand certain of their brands globally; its ability to offer innovative, attractive products; its ability to develop, manufacture and sell vehicles with advanced features including enhanced electrification, connectivity and autonomous-driving characteristics; 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; the intense level of competition in the automotive industry, which may increase due to consolidation; exposure to shortfalls in the funding of Stellantis’ defined benefit pension plans; the ability to provide or arrange for access to adequate financing for dealers and retail customers and associated risks related to the establishment and operations of financial services companies; the ability to access funding to execute Stellantis’ business plans and improve its businesses, financial condition and results of operations; a significant malfunction, disruption or security breach compromising information technology systems or the electronic control systems contained in Stellantis’ vehicles; Stellantis’ ability to realize anticipated benefits from joint venture arrangements; disruptions arising from political, social and economic instability; risks associated with our relationships with employees, dealers and suppliers; increases in costs, disruptions of supply or shortages of raw materials, parts, components and systems used in Stellantis’ vehicles; developments in labor and industrial relations and developments in applicable labor laws; exchange rate fluctuations, interest rate changes, credit risk and other market risks; political and civil unrest; earthquakes or other disasters; risks and other items described in the Company’s Annual Report on Form 20-F for he year ended December 31, 2022 and Current Reports on Form 6-K and amendments thereto filed with the SEC; and other risks and uncertainties.
Any forward-looking statements contained in this communication speak only as of the date of this document and Stellantis disclaims any obligation to update or revise publicly forward-looking statements. Further information concerning Stellantis and its businesses, including factors that could materially affect Stellantis’ financial results, is included in Stellantis’ reports and filings with the U.S. Securities and Exchange Commission and AFM.
Exhibit 99.2
Stellantis Announces Launch of Third Tranche
of its Share Buyback Program
AMSTERDAM, September 11, 2023 - Stellantis N.V. (“Stellantis” or the “Company”) announced today that pursuant to its Share Buyback Program (the “Program”) announced on February 22, 2023, covering up to €1.5 billion (total purchase price excluding ancillary costs) to be executed in the open market with the intent to cancel the common shares acquired through the Program and following the completion of the first and second tranches of the Program as previously announced, Stellantis has signed a share buyback agreement for the third tranche of its Program with an independent investment firm that makes its trading decisions concerning the timing of purchases independently of Stellantis.
This agreement will cover a maximum amount of up to €500 million. The third tranche of the Program shall start on September 11, 2023 and end no later than December 11, 2023. Common shares purchased under the Program will be cancelled in due course.
Any buyback of common shares in relation to this announcement will be carried out under the authority granted by the general meeting of shareholders held on April 13, 2023, up to a maximum of 10% of the Company’s capital, or any renewed or extended authorization to be granted at a future general meeting of the Company. The purchase price per common share will be no higher than an amount equal to 110% of the market price of the shares on the NYSE, Euronext Milan or Euronext Paris (as the case may be). The market price will be calculated as the average of the highest price on each of the five days of trading prior to the date on which the acquisition is made, as shown in the official price list of the NYSE, Euronext Milan or Euronext Paris. The share buybacks will be carried out subject to market conditions and in compliance with applicable rules and regulations, including the Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052.
As of today, following the relevant portions of the first and second tranches, the remaining authorization stands at approximately 260 million shares, which is expected to be adequate to cover this Program, as well as any repurchase(s) of the 99.2 million shares currently owned by Chinese JV partner Dongfeng Corporation under the terms announced on July 15, 2022.
###
About Stellantis
Stellantis N.V. (NYSE: STLA / Euronext Milan: STLAM / Euronext Paris: STLAP) is one of the world's leading automakers and a mobility provider. Its storied and iconic brands embody the passion of their visionary founders and today’s customers in their innovative products and services, including Abarth, Alfa Romeo, Chrysler, Citroën, Dodge, DS Automobiles, Fiat, Jeep®, Lancia, Maserati, Opel, Peugeot, Ram, Vauxhall, Free2move and Leasys. Powered by our diversity, we lead the way the world moves – aspiring to become the greatest sustainable mobility tech company, not the biggest, while creating added value for all stakeholders as well as the communities in which it operates. For more information, visit www.stellantis.com.
 @Stellantis |  Stellantis |  Stellantis |  Stellantis | ||||||||
For more information, contact: | ||
Fernão SILVEIRA +31 6 43 25 43 41 – fernao.silveira@stellantis.com | ||
communications@stellantis.com | ||
www.stellantis.com | ||
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements. In particular, statements regarding future events and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, future financial and operating results, the anticipated closing date for the proposed transaction and other anticipated aspects of our operations or operating results are forward-looking statements. These statements may include terms such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan”, or similar terms. Forward-looking statements are not guarantees of future performance. Rather, they are based on Stellantis’ current state of knowledge, future expectations and projections about future events and are by their nature, subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future and, as such, undue reliance should not be placed on them.
Actual results may differ materially from those expressed in forward-looking statements as a result of a variety of factors, including: the impact of the COVID-19 pandemic, the ability of Stellantis to launch new products successfully and to maintain vehicle shipment volumes; changes in the global financial markets, general economic environment and changes in demand for automotive products, which is subject to cyclicality; changes in local economic and political conditions, changes in trade policy and the imposition of global and regional tariffs or tariffs targeted to the automotive industry, the enactment of tax reforms or other changes in tax laws and regulations; Stellantis’ ability to expand certain of their brands globally; its ability to offer innovative, attractive products; its ability to develop, manufacture and sell vehicles with advanced features including enhanced electrification, connectivity and autonomous-driving characteristics; 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; the intense level of competition in the automotive industry, which may increase due to consolidation; exposure to shortfalls in the funding of Stellantis’ defined benefit pension plans; the ability to provide or arrange for access to adequate financing for dealers and retail customers and associated risks related to the establishment and operations of financial services companies; the ability to access funding to execute Stellantis’ business plans and improve its businesses, financial condition and results of operations; a significant malfunction, disruption or security breach compromising information technology systems or the electronic control systems contained in Stellantis’ vehicles; Stellantis’ ability to realize anticipated benefits from joint venture arrangements; disruptions arising from political, social and economic instability; risks associated with our relationships with employees, dealers and suppliers; increases in costs, disruptions of supply or shortages of raw materials, parts, components and systems used in Stellantis’ vehicles; developments in labor and industrial relations and developments in applicable labor laws; exchange rate fluctuations, interest rate changes, credit risk and other market risks; political and civil unrest; earthquakes or other disasters; risks and other items described in the Company’s Annual Report on Form 20-F for he year ended December 31, 2022 and Current Reports on Form 6-K and amendments thereto filed with the SEC; and other risks and uncertainties.
Any forward-looking statements contained in this communication speak only as of the date of this document and Stellantis disclaims any obligation to update or revise publicly forward-looking statements. Further information concerning Stellantis and its businesses, including factors that could materially affect Stellantis’ financial results, is included in Stellantis’ reports and filings with the U.S. Securities and Exchange Commission and AFM.