Polestar (Nasdaq: PSNY) (the “Company”) today announces that the effective date for the previously announced plan to change the ratio of its American Depositary Shares to ordinary shares will occur on 9 December 2025 (the “Effective Date”).
Specifically, the Company’s Class A, Class B, Class C-1 and Class C-2 American Depositary Shares (collectively, the “ADSs”) ratio to the respective Class A, Class B, Class C-1 and Class C-2 ordinary shares (the “ADS Ratio”) will change from the current ADS Ratio of one (1) ADS to one (1) ordinary share, to the new ADS Ratio of one (1) ADS to thirty (30) ordinary shares (the “ADS Ratio Change”).
There will be no change to the Company’s Class A, Class B, Class-1 or Class C-2 ordinary shares. The effect of the ADS Ratio Change on the trading price of the Class A ADSs and Class C-1 ADSs on the Nasdaq Global Market (“Nasdaq”) is expected to take place at the open of trading on 9 December 2025 (U.S. Eastern Time).
On the Effective Date, ADS holders of record in certified form will be required on a mandatory basis to surrender their ADSs to the depositary bank for the Company’s ADS program, Citibank, N.A. (the “Depositary Bank”), for cancellation and will receive one (1) new ADS in exchange for every thirty (30) existing ADSs then held in connection with the ADS Ratio Change, with further details to be provided in the notice by the Depositary Bank.
Holders of uncertificated ADSs in the Direct Registration System and in The Depository Trust Company will have their ADSs automatically exchanged and need not take any action.
The exchange of every thirty (30) then-held (existing) ADSs for one (1) new ADS will occur automatically, at the Effective Date, with the then-held ADSs being cancelled and new ADSs being issued by the Depositary Bank.
As of the Effective Date, the Company’s Class A ADSs will continue to be traded on Nasdaq under the symbol “PSNY” and the Company’s Class C-1 ADSs will continue to be traded on Nasdaq under the symbol “PSNYW”.
No new fractional ADSs will be issued in connection with the ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary Bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary Bank.
Aside from ADS holders who will receive cash following the sale of their fractional entitlements, the ADS Ratio Change will not impact any ADS holder’s percentage ownership of the Company or voting power.
As a result of the ADS Ratio Change, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the ADS Ratio Change will be equal to or greater than the ADS price on a proportionate basis.