Form 424B5 Stellantis N.V.

Filed pursuant to Rule 424(b)(5)
Registration Statement Nos.
333-297933 and 333-297933-01

The information in this preliminary prospectus supplement is not complete and may be changed. We are not using this prospectus supplement or the accompanying prospectus to offer to sell these securities or to solicit offers to buy these securities in any place where the offer or sale is not permitted.

Preliminary Prospectus Supplement

Subject to completion, dated September 10, 2026

Prospectus Supplement

, 2026

(To prospectus dated August 3, 2026)

Stellantis Finance US Inc.

$    % Fixed Rate Notes due 20

$    % Fixed Rate Notes due 20

Fully and unconditionally guaranteed by

Stellantis N.V.

The    % Fixed Rate Notes due 20 (the “20 Notes”) will bear interest at the rate of % per year. The    % Fixed Rate Notes due 20 (the “20 Notes” and, together with the 20    Notes, the “Notes”) will bear interest at the rate of % per year.

Interest on the Notes will accrue from (and including) the issuance date to (but excluding) the maturity date. Stellantis Finance US Inc. will pay interest on the 20 Notes semi-annually in arrears on    and    of each year, commencing on    , 2027, to (and including) the maturity date. Stellantis Finance US Inc. will pay interest on the 20 Notes semi-annually in arrears on    and    of each year, commencing on     , 2027, to (and including) the maturity date. The 20 Notes will mature on    , 20 . The 20 Notes will mature on    , 20 .

Stellantis Finance US Inc. is a wholly owned indirect subsidiary of Stellantis N.V. The Notes will be fully and unconditionally guaranteed by Stellantis N.V. The Notes are unsubordinated and unsecured and will rank equally with all of Stellantis Finance US Inc.’s other unsecured and unsubordinated indebtedness from time to time outstanding.

Stellantis Finance US Inc. may, at its option, redeem each series of the Notes, in whole or in part, at any time and from time to time at the applicable redemption price described in this prospectus supplement in “Description of the Notes and Guarantees—Optional Redemption”. In addition, Stellantis Finance US Inc. or Stellantis N.V. may redeem each series of the Notes at its option, in whole but not in part, at the applicable redemption price described in this prospectus supplement if certain tax events occur as described in “Description of the Notes and Guarantees—Optional Tax Redemption”. We must offer to repurchase the Notes upon the occurrence of a change of control event at the price described in this prospectus supplement in “Description of the Notes and Guarantees—Change of Control Put.”

The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

For other important terms of the Notes, including provisions that supplement and modify the general terms described in the accompanying prospectus, see “Description of the Notes and Guarantees” beginning on page S-13.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Investment in these securities involves risks. See “Risk Factors” beginning on page 5 of the accompanying prospectus and the risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of certain risks that you should consider in connection with an investment in the Notes.

The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company for the accounts of its direct and indirect participants (including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A.) on or about    , 2026.

Joint Book-Running Managers

Senior Co-Managers

Co-Managers

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and the Notes. The second part is the accompanying prospectus dated August 3, 2026, which provides a more general description of the securities that we may offer, some of which may not apply to this offering. This prospectus supplement and the accompanying prospectus are part of an automatic shelf registration statement on Form F-3 (File Nos. 333-297933 and 333-297933-01), that we filed with the Securities and Exchange Commission (“SEC”) using the SEC’s shelf registration rules. You should read the entire prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference that are described under “Where You Can Find More Information” in this prospectus supplement and the accompanying prospectus. If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you should rely on the information set forth in this prospectus supplement.

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectuses prepared by us or on our behalf. Neither we nor the underwriters take any responsibility for, and we and the underwriters can provide no assurance as to the reliability of, any other information that others may give you. This prospectus supplement is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so, and the accompanying prospectus and any free writing prospectus prepared by us or on our behalf constitute an offer to sell only the securities explicitly referred to therein, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus prepared by us or on our behalf and in the documents incorporated herein or therein by reference is accurate only as of the respective dates of such documents, regardless of the time of delivery of those documents or any sale of the Notes. Our business, financial condition, results of operations and prospects may have changed since those dates.

The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer, or an invitation on Stellantis Finance US Inc.’s or Stellantis N.V.’s behalf or on behalf of the underwriters, to subscribe to or purchase any of the Notes, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. See “Underwriting” below.

Unless otherwise specified, the terms “we”, “our” and “us” refer to Stellantis N.V. and Stellantis Finance US Inc., or, if the context requires, the Group, “Group” refers to Stellantis N.V. together with its consolidated subsidiaries, “Stellantis” refers to Stellantis N.V. individually, or, if the context requires, Stellantis N.V. together with its consolidated subsidiaries, and “Stellantis Finance” refers to Stellantis Finance US Inc.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) No. 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA

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may be unlawful under the PRIIPs Regulation. This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. This prospectus supplement is not a prospectus for the purposes of the Prospectus Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“U.K.”). For these purposes, the expression “retail investor” means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, “EUWA”); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (the “DISC”) for offering, selling or distributing any securities or otherwise making them available to retail investors in the U.K. has been, or will be, prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the U.K. may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024. This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of Notes in the U.K. will be made pursuant to an exemption under the POATRs from the requirement to publish a prospectus for offers of the Notes. This prospectus supplement is not a prospectus for the purposes of the POATRs or the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain certain forward-looking statements that involve risks and uncertainties. These forward-looking statements are made pursuant to the “Safe Harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding our strategic plan, possible or assumed future performance, competitive strengths, costs, dividends, reserves, our growth, industry growth and other trends and projections and estimated company earnings are forward-looking statements. In some cases, we use words such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan” and similar expressions to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance. They reflect current views about future events, are based on management’s current expectations and assumptions and are, by their nature, subject to significant risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot assure you that our future results, level of activity, performance or achievements will meet these expectations. You should not place undue reliance on forward-looking statements.

Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks and uncertainties discussed under “Risk Factors” in the accompanying prospectus, in the section entitled “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2025, in the section entitled “Risks and uncertainties” in our report on Form 6-K dated July 30, 2026 regarding our interim results as of and for the three and six months ended June 30, 2026, and/or in the other documents we incorporate by reference herein. Factors that could cause actual results and developments to differ materially from those expressed or implied by forward-looking statements, include, without limitation:

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Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, we undertake no obligation to update such statements, whether to make them conform to actual results or changes in our expectations or otherwise.

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WHERE YOU CAN FIND MORE INFORMATION ABOUT US

The SEC allows us to incorporate by reference the information we file with the SEC. This means that we can disclose important information to you by referring to certain documents. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus. We incorporate by reference the following documents and any future filings we make with the SEC under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the date of this prospectus supplement until the offerings contemplated in this prospectus supplement are completed:

Information that we file with the SEC will automatically update and supersede information in documents filed with the SEC on earlier dates. All information appearing in this prospectus supplement is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents that we incorporate by reference in this prospectus.

The SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access Stellantis’s SEC filings, including the registration statement, of which this prospectus supplement and the accompanying prospectus form a part, and the exhibits and schedules thereto. In addition, you may request a copy of these filings, at no cost, by writing or telephoning Stellantis at the following address:

Stellantis N.V.

Taurusavenue 1

2132 LS Hoofddorp

The Netherlands

Tele. No.: +31 23 700 1511

or by going to Stellantis’s Internet website at www.stellantis.com. Except for the documents specifically incorporated by reference into this prospectus supplement and the accompanying prospectus, the information contained on, or that can be accessed through, these websites is not part of, and is not incorporated into, this prospectus supplement or the accompanying prospectus.

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USE OF PROCEEDS

We estimate that the net proceeds (after deducting underwriting discounts and estimated offering expenses) from the sale of the Notes will be approximately $    . We intend to use the net proceeds from the sale of the Notes for general corporate purposes.

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth the consolidated cash and cash equivalents, capitalization and indebtedness of Stellantis as of June 30, 2026 and on an as adjusted basis to give effect to this offering. This information should be read in conjunction with the interim condensed consolidated financial statements of Stellantis (and the accompanying notes) as of and for the three and six months ended June 30, 2026 incorporated by reference into this prospectus.

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SEGMENT REPORTING CHANGE

Effective January 2026, the Group’s segment structure was updated to align with how the Chief Operating Decision Maker (“CODM”) reviews performance and allocates resources. Under the revised structure, the CODM reviews the business through the following operating and reportable segments: North America; Enlarged Europe; Middle East & Africa; South America; and Asia Pacific.

The changes in our segment reporting are summarized below:

The following tables present the adjustments to reflect these changes on the segments’ net revenues and adjusted operating income for the years ended December 31, 2024 and 2025:

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SUPPLEMENTAL HISTORICAL CONSOLIDATED FINANCIAL DATA

The following discussion sets forth certain supplemental historical consolidated financial data as of and for the three and six months ended June 30, 2026, which has been derived from the interim condensed consolidated financial statements of Stellantis (and the accompanying notes) as of and for the three and six months ended June 30, 2026, incorporated by reference into this prospectus supplement.

The following information should be read in conjunction with “Management Discussion and Analysis” and the interim condensed consolidated financial statements and notes as of and for the three and six months ended June 30, 2026 included in our report on Form 6-K dated July 30, 2026, which is incorporated herein by reference. The information presented below is qualified in its entirety by reference to that information. See “Where You Can Find More Information” in this prospectus supplement.

Historical results for any prior period are not necessarily indicative of results to be expected in any future period. Future results may vary significantly from the results reflected because of various factors, including those discussed under “Risk Factors” in the accompanying prospectus. See “Cautionary Statement Concerning Forward-Looking Statements” in this prospectus supplement.

Non-GAAP financial measures

Adjusted operating income, Adjusted operating income margin, and Industrial free cash flows are non-GAAP financial measures. These non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). See “Management Discussion and Analysis” in our report on Form 6-K dated July 30, 2026, which is incorporated herein by reference, for additional information on our definition and use of these measures.

The measure most directly comparable to Adjusted operating income and presented in accordance with IFRS in our interim condensed consolidated financial statements is Net profit/(loss). The following tables provide reconciliations of Net profit/(loss) to Adjusted operating income for the periods indicated.

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The measure most directly comparable to Industrial free cash flows and presented in accordance with IFRS in our interim condensed consolidated financial statements is Cash flows from operating activities. The following tables provide reconciliations of Cash flows from operating activities to Industrial free cash flows for the periods indicated.

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Adjusted Operating Income

The chart below sets forth adjusted operating income data of Stellantis for the periods indicated.

€ million; figures may not add due to rounding

% = Adjusted Operating Income Margin

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Industrial Free Cash Flows

The table below sets forth industrial free cash flows of Stellantis for the periods indicated.

Figures may not add due to rounding

Debt Maturity Schedule

The following table presents the debt maturity schedule of Stellantis related to industrial activities for the periods indicated.

⁽¹⁾ Figures may not add due to rounding

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DESCRIPTION OF THE NOTES AND GUARANTEES

The following description of the particular terms of the notes offered in this prospectus supplement (the “Notes”) supplements and modifies the description of the general terms and provisions more generally described under “Description of Debt Securities and Guarantees” beginning on page 18 of the accompanying prospectus. If anything described in this section is inconsistent with the terms described under “Description of Debt Securities and Guarantees” in the accompanying prospectus, the terms described below shall prevail with respect to the applicable series of Notes.

Stellantis Finance will issue the Notes under the indenture (the “Indenture”), to be dated as of     , 2026, among Stellantis Finance, Stellantis and The Bank of New York Mellon, as trustee (the “Trustee”).

The following description is a summary and does not describe every aspect of the Notes and the Indenture. The following description is subject to, and qualified in its entirety by, all the provisions of the Indenture, including definitions of certain terms used in the Indenture. Each part of the Indenture is filed as an exhibit to, or incorporated by reference in, the registration statement of which this prospectus supplement forms a part.

% Fixed Rate Notes due 20

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 % Fixed Rate Notes due 20

The following terms apply to each series of the Notes:

Business day: A “business day” with respect to the Notes is any day that is not a Saturday, a Sunday or a day on which commercial banking institutions are authorized or required by law or executive order to close in The City of New York.

Optional redemption

Prior to    , 20 (    month prior to the maturity date of such notes) with respect to the 20 Notes (the “ Par Call Date), and    , 20 (    months prior to the maturity date of such notes) with respect to the 20 Notes (the “    Par Call Date”), Stellantis Finance may redeem the Notes of the applicable series at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

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plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the    Par Call Date with respect to the 20 Notes and on of after the    Par Call Date with respect to the 20 Notes, Stellantis Finance may redeem the Notes of the applicable series at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by Stellantis Finance in accordance with the following two paragraphs.

The Treasury Rate shall be determined by Stellantis Finance after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, Stellantis Finance shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the    Par Call Date with respect to the 20 Notes or the    Par Call Date with respect to the 20 Notes (in either case, the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the    Par Call Date with respect to the 20 Notes or the    Par Call Date with respect to the 20 Notes on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM is no longer published, Stellantis Finance shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the    Par Call Date with respect to the 20 Notes or the    Par Call Date with respect to the 20 Notes, as applicable. If there is no United States Treasury security maturing on the    Par Call Date with respect to the 20 Notes or the    Par Call Date with respect to the 20 Notes but there are two or more United States Treasury securities with a maturity date equally distant from the    Par Call Date with respect to the 20 Notes or the    Par Call Date with respect to the 20 Notes, one with a maturity date preceding the    Par Call Date with respect to the 20 Notes or the    Par Call Date with respect to the 20 Notes and one with a maturity date following the    Par Call Date with respect to the 20 Notes or the    Par Call Date with respect to the 20 Notes, Stellantis Finance shall select the United States Treasury security with a maturity date preceding the    Par Call Date with respect to the 20 Notes or the    Par Call Date with respect to the 20 Notes. If there are two or more United States Treasury securities maturing on the    Par Call Date with respect to the 20 Notes or the    Par Call Date with respect to the 20 Notes or two or more United States Treasury securities meeting the criteria of the preceding sentence, Stellantis Finance shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance

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with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Stellantis Finance’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility for determining the redemption price (or any component thereof) or for confirming Stellantis Finance’s calculation thereof.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed except that redemption notices may be given more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes of such series (as described in the accompanying prospectus under “Description of Debt Securities and Guarantees—Defeasance and Discharge”).

In the case of a partial redemption, selection of the Notes for redemption will be made by lot. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.

Unless Stellantis Finance defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the applicable series of Notes or portions thereof called for redemption.

Day count convention: 30/360.

Business Day convention: Following unadjusted. If any payment is due in respect of the Notes on a day that is not a business day, it will be made on the next following business day, provided that no interest will accrue on the payment so deferred.

Denomination: The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Ranking: The Notes are unsecured and will rank equally with all of Stellantis Finance’s other unsecured and unsubordinated indebtedness from time to time outstanding.

Further issuances

Stellantis Finance may, at its sole option, at any time and without notice to, or the consent of, the then-existing noteholders, “reopen” any series of Notes offered hereby and issue an unlimited principal amount of additional Notes of such series in one or more transactions subsequent to the date of this prospectus supplement with terms (other than the issuance date, issue price and, possibly, the CUSIP, the first interest payment date and the date interest starts accruing) identical to the Notes of such series offered hereby. These additional Notes will be deemed part of the same series as the Notes of such series offered hereby and will provide the holders of these additional Notes the right to vote together with holders of the Notes of such series offered hereby. If additional Notes are not fungible with the Notes of such series for United States federal income tax purposes, such additional Notes will be issued with a separate CUSIP number.

Guarantee

Stellantis will fully, unconditionally and irrevocably guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes, including additional amounts, as described under “ —Payment of additional amounts,” if any, and all other obligations of Stellantis Finance to the holders or the Trustee provided for pursuant to the terms of the Indenture and the Notes. Stellantis will guarantee the payment

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of such amounts when such amounts become due and payable, whether at the stated maturity of the Notes, by declaration of acceleration, call for redemption or otherwise. The obligations of Stellantis under the guarantee are unconditional, unsubordinated and unsecured obligations of Stellantis and will rank pari passu in right of payment with all of Stellantis’s other unsecured (subject to the negative pledge) and unsubordinated obligations. For more information about the guarantees, please read “Description of Debt Securities and Guarantees” beginning on page 18 of the accompanying prospectus.

Change of Control Put

If a Change of Control Event occurs with respect to a series of Notes, unless Stellantis Finance has previously or concurrently given a notice of redemption with respect to all the then outstanding Notes of such series, the holder of any Note of such series will have the right to require Stellantis Finance to purchase all or a portion of that holder’s Notes (equal to $2,000 or an integral multiple of $1,000 in excess thereof) pursuant to a Change of Control Offer at a price in cash equal to 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of purchase, subject to the right of holders of record of such Notes on the relevant record date to receive interest due on the relevant interest payment date.

In connection with any Change of Control Event (but not later than 30 days following any Change of Control Event), Stellantis Finance will send notice of such Change of Control Offer, with a copy to the Trustee, the paying agent and the registrar, to each holder of Notes of the applicable series to the address of such holder appearing in the security register, to repurchase the Notes on the payment date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given to holders. For more information, including what constitutes a Change of Control Event, see “Description of Debt Securities and Guarantees—Redemption and Repayment—Change of Control Put” in the accompanying prospectus.

Optional tax redemption

We have the option to redeem the Notes, in whole but not in part, if, as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined below), or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, Stellantis Finance or Stellantis (or any paying agent or other person on behalf of Stellantis Finance or Stellantis), or any successor thereto, would be required to pay additional amounts as described below under “—Payment of additional amounts”.

This applies only in the case of changes or amendments that become effective on or after September 10, 2026, and if Stellantis Finance or Stellantis is succeeded by another entity, the applicable date will be the date the entity became a successor.

We will not have the option to redeem the Notes if we could have avoided the obligation to pay additional amounts by using reasonable measures available to us.

The redemption price for the Notes will be equal to the principal amount of the Notes being redeemed plus accrued but unpaid interest to, but excluding, the date fixed for redemption. Stellantis Finance and Stellantis must give between 10 and 60 days’ notice before redeeming the Notes; provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which Stellantis Finance or Stellantis would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Payment of additional amounts:

All payments made by Stellantis Finance in respect of the Notes or by Stellantis in respect of the guarantees shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Tax”)

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imposed, collected, withheld, assessed or levied by or on behalf of any jurisdiction in which Stellantis Finance, Stellantis, a paying agent, or any other person on behalf of Stellantis Finance or Stellantis, or any successor thereto (each, a “Payor”) is incorporated, organized or tax resident, or any governmental authority or political subdivision thereof or therein having the power to tax (a “Relevant Jurisdiction”), unless any withholding or deduction of Tax is required by the laws of any Relevant Jurisdiction.

Where any withholding or deduction of Tax is required by the law of any Relevant Jurisdiction, we will, subject to the exceptions and limitations set forth below, pay as additional interest such additional amounts as are necessary to make the net amount paid to the affected holders equal the amount the holders would have received in the absence of the deduction or withholding.

We will not have to pay additional amounts under any (or any combination) of the following circumstances:

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Notwithstanding the foregoing provisions, none of Stellantis Finance, Stellantis, any paying agent or any other person shall be required to pay any additional amounts with respect to any withholding or deduction imposed on or in respect of the Notes pursuant to Sections 1471-1474 of the Code (and any current and future regulations or official interpretations thereof) (“FATCA”), the laws of The Netherlands implementing FATCA or any agreement between Stellantis Finance or Stellantis and any taxing or governmental authority entered into for FATCA purposes.

Certain Covenants and Events of Default: The covenants and events of default described in the accompanying prospectus under the headings “Description of Debt Securities and Guarantees—Certain Covenants—Negative Pledge; Securitizations Not Restricted”, “Description of Debt Securities and Guarantees—Certain Covenants—Consolidation, Merger and Sale of Assets”, “Description of Debt Securities and Guarantees—Certain Covenants—Issuer Substitution” and “Description of Debt Securities and Guarantees—Default and Related Matters—Events of Default” shall apply to the Notes.

Defeasance and Discharge: We may release ourselves from any payment or other obligations under the Notes as described under “Description of Debt Securities and Guarantees—Defeasance and Discharge” of the accompanying prospectus.

Modification and Waiver: Under certain circumstances, we can make changes to the Indenture and the Notes. Some types of changes require the approval of each noteholder affected, some require approval by a majority vote, and some changes do not require any approval at all. For further information, please see “Description of Debt Securities and Guarantees—Modification and Waiver” in the accompanying prospectus.

Form of Notes: The Notes will be issued as one or more global securities. You should read “Description of Debt Securities and Guarantees—Form of Debt Securities” on page 19 of the accompanying prospectus for more information about global securities.

Depositary: The Depository Trust Company, commonly referred to as “DTC”.

Sinking fund: There is no sinking fund.

Governing law and jurisdiction: The Indenture, the Notes and the guarantee are governed by New York law. Any legal proceeding arising out of or based upon the Indenture, the Notes or the guarantee may be instituted in any state or federal court in the Borough of Manhattan in New York City, New York.

Trustee: The Bank of New York Mellon will act as the trustee under the Indenture, and the registrar and paying agent in connection with the Notes. Stellantis and some of its subsidiaries may maintain ordinary banking relations with the Trustee and/or its affiliates in the ordinary course of business.

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Paying Agent and Registrar: We shall maintain an office or agency in the Borough of Manhattan, the City of New York, the State of New York, where the Notes may be presented for payment. We shall also maintain a registrar in the Borough of Manhattan, City of New York, the State of New York. The registrar shall keep a register of the Notes and of their transfer and exchange. We may appoint one or more co-registrars and one or more additional paying agents. The term “registrar” includes any co-registrar. The term “paying agent” includes any additional paying agents.

We have initially appointed The Bank of New York Mellon as registrar and paying agent in connection with the Notes. We may change the paying agent or the registrar without prior notice to any holder of the Notes.

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UNDERWRITING

Each underwriter named below has severally, but not jointly, agreed, subject to the terms and conditions of the underwriting agreement with Stellantis and Stellantis Finance (the “Underwriting Agreement”), to purchase the principal amount of each series of Notes set forth below opposite its name. The underwriters have agreed, severally and not jointly, subject to the terms and conditions set forth in the Underwriting Agreement, to purchase all of the Notes sold pursuant to the Underwriting Agreement, if any of the Notes are purchased. If an underwriter defaults, the Underwriting Agreement provides that the underwriting commitments of the non-defaulting underwriters may be increased in certain circumstances or the Underwriting Agreement may be terminated.

The underwriters are offering the Notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the Notes, and other conditions contained in the Underwriting Agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

The Notes are new issues of securities with no established trading markets. The Notes will not be listed on any securities exchange. Stellantis and Stellantis Finance have been advised by the underwriters that the underwriters intend to make a market in each series of the Notes but are not obligated to do so and may discontinue market-making at any time without notice. No assurance can be given as to the liquidity of the trading markets for the Notes. If an active public trading market for the Notes does not develop, the market price and liquidity of the Notes may be adversely affected. If the Notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our operating performance and financial condition, general economic conditions and other factors.

Stellantis and Stellantis Finance have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect of those liabilities if such indemnification is unavailable or insufficient.

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The underwriters propose to offer the Notes initially at the offering prices on the cover page of this prospectus supplement. After the initial public offering, the underwriters may change the offering prices and the other selling terms.

We estimate that our total expenses of the offering, excluding the underwriting discounts, will be approximately $    .

The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, serving as counterparties to certain derivative and hedging arrangements, investment research, principal investment, hedging, financing and brokerage activities. From time to time the underwriters and their respective affiliates engage in transactions with Stellantis or its subsidiaries in the ordinary course of business. One or more of the underwriters and their respective affiliates have performed investment banking, commercial banking and advisory services for Stellantis in the past and have received customary fees and expenses for these services, and may do so again in the future. For example, in the ordinary course of their various businesses, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may also involve securities and/or instruments of Stellantis or its subsidiaries. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes offered hereby. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

In connection with the offering, the underwriters may purchase and sell Notes in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of Notes than they are required to purchase in the offering. The underwriters must close out any short position by purchasing notes in the open market. A short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Notes in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Notes while the offering is in progress.

These activities by the underwriters, as well as other purchases by the underwriters for their own accounts, may stabilize, maintain or otherwise affect the market prices of the Notes. As a result, the prices of the Notes may be higher than the prices that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise. Neither Stellantis, Stellantis Finance nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Notes. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Each of Stellantis and Stellantis Finance has agreed that it will not, during the period 15 days from the date of the Underwriting Agreement, without first obtaining the prior written consent of Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Intesa Sanpaolo IMI Securities Corp., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and SMBC Nikko Securities America, Inc., directly or

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indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities or securities exchangeable for or convertible into debt securities issued by Stellantis or Stellantis Finance in the U.S. capital markets, except for the Notes sold to the underwriters pursuant to the Underwriting Agreement. The foregoing restrictions will not apply to offerings and sales of securities outside of the United States made solely in reliance on Regulation S.

Delivery of the Notes shall be made through the facilities of The Depository Trust Company, including through Euroclear and Clearstream, Luxembourg as participants in DTC, unless the underwriters shall otherwise instruct.

It is expected that delivery of the Notes will be made against payment on or about the date specified in the last paragraph of the cover page of this prospectus supplement, which will be the    business day following the date of pricing of the Notes (such settlement cycle being referred to as “T+ ”). Under Rule 15c6-1 under the Exchange Act, Trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the first business day before the delivery of securities will be required, by virtue of the fact that the Notes initially will settle in T+ , to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to trade Notes on the date of pricing or the next business day should consult their own advisors.

Selling Restrictions

Prohibition of Sales to EEA Retail Investors

Notice to Prospective Investors in the United Kingdom

Prohibition of Sales to UK Retail Investors

The Notes will not be offered, sold, distributed or otherwise made available to any retail investor in the U.K. For the purposes of this provision:

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Other regulatory restrictions

This document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons outside the UK or persons in the UK (i) who have professional experience in matters relating to investments who fall within the definition of “investment professional” as defined under Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document is only directed at relevant persons and must not be acted on or relied on in the UK by persons who are not relevant persons. In the UK, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Notice to Prospective Investors in Canada

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in Italy

The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, nor may copies of this prospectus supplement and the accompanying prospectus or of any other document relating to the Notes be distributed in the Republic of Italy, except:

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Any offer, sale or delivery of the Notes or distribution of copies of this prospectus supplement and the accompanying prospectus or any other document relating to the Notes in the Republic of Italy under subparagraph (i) or (ii) above must:

Notice to Prospective Investors in Hong Kong

Each underwriter:

(a) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes, except for Notes which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong) (the “SFO”), other than (i) to “professional investors” as defined in the SFO and any rules made thereunder; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong Kong) (the “CO”) or which do not constitute an offer to the public within the meaning of the CO; and

(b) has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

Notice to Prospective Investors in Japan

The Notes offered by this prospectus supplement have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, or the “FIEA”). The Notes offered by this prospectus supplement may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), including any person resident in Japan or any corporation or other entity organized under the laws of Japan, or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any relevant laws and regulations of Japan.

Notice to Prospective Investors in Singapore

Each underwriter has acknowledged that this prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each underwriter has represented, warranted and agreed that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this

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prospectus supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Notice to Prospective Investors in Switzerland

This prospectus supplement is not intended to constitute an offer or solicitation to purchase or invest in the Notes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither this prospectus supplement nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations, and neither this prospectus supplement nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document (including as defined in the Corporations Act 2001 (Cth) (“Corporations Act”)) has been or will be lodged with the Australian Securities and Investments Commission (“ASIC”) or any other governmental agency, in relation to the offering. This prospectus supplement does not constitute a prospectus, product disclosure statement or other disclosure document for the purposes of Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act. No action has been taken which would permit an offering of the Notes in circumstances that would require disclosure under Parts 6D.2 or 7.9 of the Corporations Act.

The Notes may not be offered for sale, nor may application for the sale or purchase or any Notes be invited in Australia (including an offer or invitation which is received by a person in Australia) and neither this prospectus supplement nor any other offering material or advertisement relating to the Notes may be distributed or published in Australia unless, in each case:

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Notice to Prospective Investors in the United Arab Emirates

The Notes have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus supplement relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority (“DFSA”). This prospectus supplement is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this prospectus supplement. The Notes to which this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Notes offered should conduct their own due diligence on the securities. If you do not understand the contents of this prospectus supplement you should consult an authorized financial advisor.

In relation to its use in the DIFC, this prospectus supplement is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the Notes may not be offered or sold directly or indirectly to the public in the DIFC.

Notice to Prospective Investors in Brazil

The offer and sale of the Notes have not been and will not be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários, or “CVM”) and, therefore, will not be carried out by any means that would constitute a public offering in Brazil under CVM Resolution No. 160, dated 13 July 2022, as amended, or unauthorized distribution under Brazilian laws and regulations. The Notes will be authorized for trading on organized non-Brazilian securities markets and may only be offered to Brazilian Professional Investors (as defined by applicable CVM regulation), who may only acquire the Notes through a non-Brazilian account, with settlement outside Brazil in non-Brazilian currency. The trading of these Notes on regulated securities markets in Brazil is prohibited.

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GENERAL INFORMATION

Notices

As long as the Notes are issued in global form, notices to be given to holders of the Notes will be given to DTC, in accordance with its applicable procedures from time to time.

Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

Clearance Systems

The Notes have been accepted for clearance through the DTC, including through Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, S.A., in Luxembourg (“Clearstream, Luxembourg”) as participants in DTC. The 20 Notes have the following codes: CUSIP    and ISIN    . The 20 Notes have the following codes: CUSIP    and ISIN    .

Initial settlement for the Notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream, Luxembourg customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds. For more information about global securities held by DTC through Clearstream, Luxembourg or Euroclear, you should read “Clearance and Settlement” beginning on page 42 of the accompanying prospectus.

Principal Executive Offices

Stellantis Finance’s principal executive offices are located at 1000 Chrysler Drive, Auburn Hills, Michigan 48326, U.S.A. Stellantis’ principal executive offices are located at Taurusavenue 1, 2132 LS Hoofddorp, The Netherlands.

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VALIDITY OF NOTES AND GUARANTEES

The validity of the Notes and the guarantees will be passed upon for us by Sullivan & Cromwell LLP, our U.S. counsel, as to certain matters of New York law. The validity of the guarantees will be passed upon for us by De Brauw Blackstone Westbroek N.V. as to certain matters of Dutch law. Sullivan & Cromwell LLP may rely upon the opinion of De Brauw Blackstone Westbroek N.V. with respect to all matters of Dutch law. The underwriters of the Notes have been represented by Allen Overy Shearman Sterling LLP as to certain U.S. legal matters.

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PROSPECTUS

STELLANTIS N.V.

Debt Securities

Common Shares

STELLANTIS FINANCE US INC.

Debt Securities

fully and unconditionally guaranteed by Stellantis N.V.

Stellantis N.V. or Stellantis Finance US Inc. may use this prospectus to offer from time to time any of the securities identified above, or any combination thereof, in each case, in one or more series and in one or more offerings. This prospectus provides a general description of the securities and the general manner in which they may be offered.

Each time we sell the securities described in this prospectus, we will provide one or more supplements to this prospectus that will contain specific information about those securities and their offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any accompanying prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information About Us”, carefully before you invest.

We may offer and sell these securities to or through underwriters, dealers and/or agents, or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering, including the names of any underwriters and their compensation. The price to the public of those securities and the net proceeds we expect to receive from that sale will also be set forth in a prospectus supplement.

Stellantis N.V.’s common shares are admitted to trading on the New York Stock Exchange under the symbol “STLA”. The applicable prospectus supplement will indicate if the debt securities offered thereby will be listed on any securities exchange.

Investing in these securities involves certain risks. See “Risk Factors” beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated August 3, 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

In this prospectus, unless otherwise specified, the terms “we”, “our” and “us” refer to Stellantis N.V. and Stellantis Finance US Inc., or, if the context requires, the Group, “Group” refers to Stellantis N.V. together with its consolidated subsidiaries, “Stellantis” refers to Stellantis N.V. individually, or, if the context requires, Stellantis N.V. together with its consolidated subsidiaries, “Stellantis Finance” refers to Stellantis Finance US Inc., “Stellantis debt issuers” refers to Stellantis and Stellantis Finance (each a “Stellantis debt issuer”), the “guarantor” refers to Stellantis N.V., “FCA” refers to Fiat Chrysler Automobiles N.V. or Fiat Chrysler Automobiles N.V. together with its consolidated subsidiaries, or any one or more of them, as the context may require, and “PSA” refers to Peugeot S.A. or Peugeot S.A. together with its consolidated subsidiaries, or any one or more of them, as the context may require.

This prospectus is part of a registration statement that we filed with the SEC utilizing a shelf registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of those securities and their offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any accompanying prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information About Us”, carefully before you invest.

Each of the Stellantis debt issuers may be the issuer in an offering of debt securities. Debt securities offered by Stellantis will be issued under an indenture to be entered into among Stellantis, as issuer, and a trustee (the “Stellantis indenture”). Debt securities offered by Stellantis Finance will be guaranteed by Stellantis and will be issued under an indenture to be entered into among Stellantis Finance, as issuer, Stellantis, as guarantor and a trustee (the “Stellantis Finance indenture” and, together with the Stellantis indenture, the “indentures”). See “Description of Debt Securities and Guarantees”.

Additionally, Stellantis will be the issuer in an offering of common shares. We refer to the debt securities issued by Stellantis or Stellantis Finance collectively as the debt securities. The debt securities and common shares that may be offered using this prospectus are referred to collectively as the securities.

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SUMMARY OF RISK FACTORS

Investing in our securities involves risk. You should consider carefully the risk factors incorporated by reference into this prospectus and the risk factors described in “Risk Factors” as well as the other information set out elsewhere in this prospectus (including any other documents incorporated by reference herein) before you decide to buy our securities. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” for a more thorough description of these and other risks:

Risks Related to Stellantis and the Group

Risks Related to Our Business, Strategy and Operations

Risks Related to the Industry in which We Operate

Risks Related to the Legal and Regulatory Environment in which We Operate

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Risks Related to Our Liquidity and Existing Indebtedness

Risks Related to Taxation

Risks Related to the Common Shares

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Risks Related to the Debt Securities and Guarantees

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RISK FACTORS

Investing in the securities offered using this prospectus involves risk. You should consider carefully the risks described below, together with the risks described in the documents incorporated by reference into this prospectus and any risk factors included in the prospectus supplement, before you decide to buy our securities. If any of these risks actually occur, our business, financial condition and results of operations could suffer, and the trading price and liquidity of the securities offered using this prospectus could decline, in which case you may lose all or part of your investment.

Risks Related to Stellantis and the Group

You should read the section entitled “Risk Factors” in Stellantis’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), which is incorporated by reference in this prospectus, or similar sections in subsequent filings incorporated by reference in this prospectus, for information on risks relating to Stellantis and the Group.

Risks Related to the Common Shares

You should read “Risk Factors—Risks Related to the Ownership of Our Shares” in the 2025 Annual Report, which is incorporated by reference in this prospectus, or similar sections in subsequent filings incorporated by reference in this prospectus, for information on risks relating to Stellantis’s common shares.

The market price of Stellantis’ shares may be volatile.

The market price of Stellantis’ common shares may be volatile as a result of various factors, many of which are beyond our control. These factors include, but are not limited to, the following:

Risks Related to the Debt Securities and Guarantees

Since Stellantis is a holding company and conducts most of its operations through subsidiaries, your right to receive payments on debt securities issued by Stellantis or on the guarantees is subordinated to the other liabilities of its subsidiaries.

Stellantis is a holding company and most of its operations are conducted through its subsidiaries. Stellantis’ ability to meet its financial obligations is dependent upon the availability of cash flows from its domestic and foreign subsidiaries and affiliated companies through dividends, intercompany advances and other payments. No member of the Group (other than the Stellantis debt issuers, or the guarantor, as the case may be) has any obligation, contingent or otherwise, to pay any amounts due under the debt securities or to make funds available to the Stellantis debt issuers or the guarantor to enable them to pay any amounts due under the debt securities or the guarantees. Moreover, Stellantis’ subsidiaries and affiliated companies are not required, and may not be able, to pay dividends to Stellantis, which could limit the amount of funds available to meet payment obligations under the securities it may offer. Claims of the creditors of Stellantis’ subsidiaries have priority as to the assets of such subsidiaries over the claims of Stellantis. Consequently, in the event of insolvency of Stellantis, the claims of holders of debt securities guaranteed or issued by Stellantis would be structurally subordinated to the prior claims of the creditors of subsidiaries of Stellantis.

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Moreover, some of Stellantis’ subsidiaries are subject to laws restricting the amount of dividend they may pay. For example, subsidiaries of Stellantis incorporated under the laws of England and Wales may be restricted by law in their ability to declare dividends due to failure to meet requirements tied to net asset levels or distributable profits.

Stellantis Finance is a finance subsidiary that has no revenue-generating operations of its own and depends on cash received from other members of the Group to be able to make payments on the debt securities.

Stellantis Finance is an indirect finance subsidiary of Stellantis with limited assets and limited ability to generate revenues. The ability of Stellantis Finance to make any payments on the debt securities will depend on the earnings, business and tax considerations, and legal and contractual restrictions on payments of dividends or other distributions by other members of the Group. If Stellantis Finance is not able to make payments on the debt securities, holders of the debt securities would have to rely on claims for payment under the guarantees, which are subject to the risks and limitations described herein. We cannot assure you that Stellantis Finance will receive sufficient dividends, distributions or loans from other members of the Group to service scheduled payments of interest, principal or other amounts due under the debt securities. Any of the situations described above could adversely affect the ability of Stellantis Finance to service its obligations in respect of the debt securities.

Because the debt securities are unsecured, your right to receive payments may be adversely affected.

The debt securities that we are offering will be unsecured. Unless otherwise specified in the applicable prospectus supplement, the debt securities are not subordinated to any of our other debt obligations and therefore they will rank equally with all our other unsecured and unsubordinated indebtedness. If Stellantis or Stellantis Finance defaults on its debt securities or Stellantis defaults on the guarantees, or in the event of bankruptcy, liquidation or reorganization, then, to the extent that Stellantis or Stellantis Finance have granted security over their assets, the assets that secure these debts will be used to satisfy the obligations under that secured debt before Stellantis or Stellantis Finance, as the case may be, could make payment on the debt securities or the guarantees. If there is not enough collateral to satisfy the obligations of the secured debt, then the remaining amounts on the secured debt would share equally with all unsubordinated unsecured indebtedness.

The Stellantis debt issuers can incur significantly more debt in the future, and your rights as a holder of debt securities may be inferior to the rights of holders of debt securities issued under a different series pursuant to the indentures.

There is no restriction on the amount or type of further securities or indebtedness that we may issue, incur or guarantee, as the case may be, that rank senior to, subordinate to, or pari passu with, the debt securities. Each Stellantis debt issuer may issue as many distinct series of debt securities under the applicable indenture (or other indentures entered into from time to time) as they wish. The issue or guaranteeing of any such further securities or indebtedness may reduce the amount recoverable by holders of the debt securities upon bankruptcy, liquidation or reorganization, and may limit our ability to meet obligations under the debt securities or guarantees.

Furthermore, the indentures do not restrict the Stellantis debt issuers from issuing debt securities that provide holders with rights superior to the rights already granted or that may be granted in the future to holders of another series under that indenture. You should read carefully the specific terms of any particular series of debt securities we may offer contained in the prospectus supplement relating to such debt securities.

A ratings decline could adversely affect the value of the debt securities.

One or more independent credit rating agencies may assign credit ratings to the debt securities. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed in this prospectus, and other factors that may affect the value of the debt securities. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Purchasers of securities rely on the creditworthiness of Stellantis and no other person. Any of the rating agencies that rate the debt of a Stellantis debt issuer has the ability to lower the ratings currently assigned to that debt as a result of its views about the current or future business, financial condition or results of operations of the Group or other matters. Any ratings decline could adversely affect the value of the debt securities. Investment in the securities involves the risk that subsequent changes in actual or perceived creditworthiness of the Group may adversely affect the market value of the securities.

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Should a Stellantis debt issuer default on its debt securities, or should the guarantor default on the guarantees, your right to receive payments on such debt securities or guarantees may be adversely affected by applicable insolvency laws.

Stellantis is incorporated under the laws of The Netherlands, and Stellantis Finance is incorporated under the laws of Delaware. Accordingly, insolvency proceedings with respect to Stellantis are likely to proceed under, and be governed by, Dutch insolvency law. Under Dutch insolvency law, the procedural and substantive protections afforded to debtors and unsecured creditors against the claims of secured creditors are limited, and it will generally not be possible for Stellantis or other unsecured creditors to prevent or delay the secured creditors from enforcing their security to repay the debts due to them under the terms that such security was granted.

We may not be able to repurchase the debt securities upon a change of control, which would result in a default under the debt securities.

Upon the occurrence of specific kinds of change of control events, holders of debt securities will have the right to require the applicable Stellantis debt issuer to purchase all or a portion of their debt securities pursuant to the offer described below under “Description of the Debt Securities and Guarantees—Redemption and Repayment—Change of Control Put”, at a price in cash equal to 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of purchase, subject to the right of holders of record of such debt securities on the relevant record date to receive interest due on the relevant interest payment date. If we experience a Change of Control Event (as defined in “Description of the Debt Securities and Guarantees—Redemption and Repayment—Change of Control Put”), there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to repurchase the debt securities. The terms of our other existing credit facilities and other financing arrangements may require repayment of amounts outstanding in the event of a change of control and limit our ability to fund the repurchase of debt securities in certain circumstances.

The source of funds for any purchase of debt securities will be our available cash or cash generated from our and our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the debt securities upon a Change of Control Event because we may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a Change of Control Event and to repay our other indebtedness that will become due. We may require additional financing from third parties to fund any such purchases, and we cannot assure you that we would be able to obtain financing on satisfactory terms or at all. In order to avoid the obligations to repurchase the debt securities, we may have to avoid certain change in control transactions that would otherwise be beneficial to us. Our failure to purchase the debt securities as required by their terms would result in an event of default, which could have material adverse consequences for us and the holders of the debt securities and could lead to a cross-default under the terms of our existing and future indebtedness.

The provisions relating to change of control transactions will not necessarily afford you protection in the event of a change of control transaction, even if the transaction is highly leveraged.

The provisions in the indentures relating to change of control transactions will not necessarily afford you protection in the event of a change of control transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving us, even if the transaction is highly leveraged. These transactions may not involve a change in voting power or beneficial ownership or, even if they do, may not involve a change of the magnitude or on the terms required under the definition of Change of Control Event. A Change of Control Event will occur only if the rating of the debt securities is downgraded or withdrawn and the relevant Rating Agency publicly announces that this is the result, in whole or in part, of the change of control or if the debt securities are not rated by any Rating Agency at the relevant time and the debt securities are not subsequently rated within the time period set out in the indentures. Therefore, even if such events constitute a change of control, they may not constitute a Change of Control Event.

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The debt securities lack a developed trading market, and such a market may never develop.

The Stellantis debt issuers may issue debt securities in different series with different terms in amounts that are to be determined. There can be no assurance that an active trading market will develop for any series of these debt securities even if we list the debt securities on a securities exchange.

There can also be no assurance regarding the future development of a market for the debt securities or the ability of holders of the debt securities to sell their debt securities or the price at which such holders may be able to sell their debt securities. If such a market were to develop, the debt securities could trade at prices that may be higher or lower than the initial offering price and this may result in a return that is greater or less than the interest rate on the debt security, in each case depending on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities.

Any underwriters, broker-dealers or agents that participate in the distribution of the debt securities may make a market in the debt securities as permitted by applicable laws and regulations but will have no obligation to do so, and any such market-making activities may be discontinued at any time. Therefore, there can be no assurance as to the liquidity of any trading market for the debt securities or that an active public market for the debt securities will develop. See “Plan of Distribution”.

The debt securities may be subject to redemption by the Stellantis debt issuers.

An optional redemption feature is likely to limit the market value of the debt securities. During any period when a Stellantis debt issuer may elect to redeem debt securities, the market value of those debt securities generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

The Stellantis debt issuers may be expected to redeem debt securities when their cost of borrowing is lower than the interest rate on the debt securities. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the debt securities being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Alternatively, debt securities may be issued with no maturity date and the applicable Stellantis debt issuer will be under no obligation to redeem such debt securities and the holders of such debt securities will have no right to call for their redemption (save as permitted pursuant to the relevant prospectus supplement).

An increase in interest rates could result in a decrease in the relative value of the fixed rate debt securities.

In general, as market interest rates rise, debt securities bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline. Consequently, if you purchase fixed rate debt securities and market interest rates increase, the market value of your fixed rate debt securities may decline. We cannot predict the future level of market interest rates. Investors should consider these matters when making their investment decision with respect to any fixed rate debt securities.

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ISSUER OF GUARANTEED SECURITIES

The debt securities Stellantis Finance may issue under this prospectus will be fully and unconditionally guaranteed by Stellantis as to payment of principal, premium (if any), interest and any other amounts due. For a brief description of the general terms of the debt securities and guarantees that we may offer, see below under “Description of Debt Securities and Guarantees” in this prospectus.

Under the terms of the guarantees, Stellantis will fully and unconditionally guarantee the payment of the principal of, premium, if any, and interest on the debt securities issued by Stellantis Finance, including additional amounts, as described below under “—Payment of Additional Amounts”, if any, and sinking fund payments, if any, which may be payable in respect of the debt securities issued by Stellantis Finance. Stellantis will guarantee the payment of such amounts when such amounts become due and payable, whether at the stated maturity of the debt securities, by declaration of acceleration, call for redemption or otherwise. The guarantees will be the full, direct, unconditional and unsecured general obligations of Stellantis. The debt securities and related guarantees may or may not be subordinated to any of our other debt obligations as indicated in the applicable prospectus supplement. If they are not subordinated, they will rank equally with all our other unsecured and unsubordinated indebtedness.

Stellantis Finance is a wholly owned indirect subsidiary of Stellantis. Stellantis Finance is a finance subsidiary which serves as financing vehicles for Stellantis and its principal source of income consists of payments on intra-group receivables. Stellantis is a holding company and as such its ability to meet its financial obligations is dependent upon the availability of cash flows from its domestic and foreign subsidiaries and affiliated companies through dividends, intercompany advances and other payments. Claims of the creditors of Stellantis’ subsidiaries have priority as to the assets of such subsidiaries over the claims of Stellantis. If Stellantis defaults on its guarantees, its ability to pay any debts existing at the time of the insolvency may be adversely affected by the insolvency laws of the jurisdiction of its organization. In addition, enforcement of each guarantee will be subject to certain generally available defenses under local law. For further discussion, please see “Risk Factors—Since Stellantis is a holding company and conducts most of its operations through subsidiaries, your right to receive payments on debt securities issued by Stellantis or on the guarantees is subordinated to the other liabilities of its subsidiaries” above.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus, including documents that are filed with the U.S. Securities and Exchange Commission (“SEC”) and incorporated by reference herein, and the related prospectus supplements contain certain forward-looking statements that involve risks and uncertainties. These forward-looking statements are made pursuant to the “Safe Harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding possible or assumed future performance, competitive strengths, costs, dividends, reserves, our growth, industry growth and other trends and projections and estimated company earnings are forward-looking statements. In some cases, we use words such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan” and similar expressions to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance. They reflect current views about future events, are based on management’s current expectations and assumptions and are, by their nature, subject to significant risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot assure you that our future results, level of activity, performance or achievements will meet these expectations. You should not place undue reliance on forward-looking statements.

Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described above in “Risk Factors”, elsewhere in this prospectus, in the section entitled “Risk Factors” and elsewhere in the 2025 Annual Report, which is incorporated by reference herein, and/or in the other documents we incorporate by reference herein. Factors that could cause actual results and developments to differ materially from those expressed or implied by forward-looking statements, include, without limitation:

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Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, we undertake no obligation to update such statements, whether to make them conform to actual results or changes in our expectations or otherwise. Additional information, including information regarding factors that may affect our business, is contained in the 2025 Annual Report filed with the SEC, which can be found on Stellantis’ website at www.stellantis.com and in the other documents we file with the SEC. See “Where You Can Find More Information About Us” below.

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WHERE YOU CAN FIND MORE INFORMATION ABOUT US

Stellantis files annual reports on Form 20-F with, and furnishes other reports and information to, the SEC. The SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access Stellantis’s SEC filings. These filings are also available to the public on, or accessible through, our website at www.stellantis.com. Further, Stellantis’ common shares are listed on the New York Stock Exchange. You can consult reports and other information about Stellantis that it has filed pursuant to the rules of the New York Stock Exchange at such exchange.

As a foreign private issuer, we are exempt from some of the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including proxy solicitation rules and the rules regarding the furnishing of quarterly reports to the SEC, which are required to be furnished only if required or otherwise provided in our home country domicile.

We have filed with the SEC a registration statement on Form F-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of ours, the reference is only a summary and you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document.

The SEC allows us to incorporate by reference the information we file with them. This means that we can disclose important information to you by referring to documents. The information that we incorporate by reference is an important part of this prospectus. We incorporate by reference the following documents and any future filings we make with the SEC under Sections 13(a), 13(c) or 15(d) of the Exchange Act, until we complete the offerings using this prospectus:

Information that we file with the SEC will automatically update and supersede information in documents filed with the SEC at earlier dates. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes, contained in the documents that we incorporate by reference in this prospectus.

You may request a copy of filings incorporated by reference in this prospectus, at no cost, by writing or telephoning Stellantis at the following address:

Stellantis N.V.

Taurusavenue 1

2132 LS Hoofddorp, The Netherlands

Tel. No.: +31 23 700 1511

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Except for the documents specifically incorporated by reference into this prospectus, the information contained on, or that can be accessed through, any websites is not part of, and is not incorporated into, this prospectus or the accompanying prospectus supplement.

No person has been authorized to give any information or to make any representations other than those contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus and any accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder or thereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date hereof or thereof or that the information contained herein or therein is correct as of any time subsequent to the date of such information.

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ENFORCEABILITY OF CIVIL LIABILITIES

Stellantis is a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands. Many members of the board of directors and senior management of Stellantis, and certain experts named in this prospectus, are residents of countries other than the United States. In addition, although we have substantial assets in the United States, a large portion of our assets and the assets of our directors and senior management is located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon these persons or upon Stellantis, or it may be difficult to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. securities laws against Stellantis. We understand there is doubt as to the enforceability in The Netherlands of original actions or in actions for enforcement of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States. As there is no treaty between the United States and The Netherlands providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards in civil and commercial matters), a judgment rendered by a court in the United States will not be recognized and enforced by the Dutch courts. However, if a person has obtained a final and conclusive judgment for the payment of money based on civil liability rendered by a U.S. court which is enforceable in the United States (the “foreign judgment”) and files his claim with the competent Dutch court, the Dutch court will generally give binding effect to the foreign judgment insofar as it finds that (a) the jurisdiction of the U.S. court has been based on grounds which are internationally acceptable, (b) that proper legal procedures have been observed, (c) the foreign judgment does not contravene Dutch public policy and (d) the judgment by the U.S. court is not incompatible with a judgment rendered between the same parties by a Dutch court, or with an earlier judgment rendered between the same parties by a non-Dutch court in a dispute that concerns the same subject and is based on the same cause, provided that the earlier judgment qualifies for recognition in The Netherlands.

Subject to the foregoing and provided that service of process occurs in accordance with applicable treaties, investors may be able to enforce in The Netherlands, judgments in civil and commercial matters obtained from U.S. federal or state courts. However, no assurance can be given that such judgments will be enforceable. In addition, it is doubtful whether a Dutch court would accept jurisdiction and impose civil liability in an original action commenced in The Netherlands and predicated solely upon U.S. federal securities laws.

Enforcement of any foreign judgment in The Netherlands will be subject to the rules of Dutch civil procedure. Judgments may be rendered in a foreign currency but enforcement is executed in EUR at the applicable rate of exchange. Under certain circumstances, a Dutch court has the power to stay proceedings (aanhouden) or to declare that it has no jurisdiction, if concurrent proceedings are being brought elsewhere.

A Dutch court may reduce the amount of damages granted by a U.S. court and recognize damages only to the extent that they are necessary to compensate actual losses and damages.

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STELLANTIS N.V.

Stellantis N.V. was incorporated as a public limited liability company (naamloze vennootschap) under the laws of The Netherlands in April 2014 under the name Fiat Chrysler Automobiles N.V. In its current configuration, Stellantis is the result of the merger of FCA and PSA. The principal office of Stellantis is located at Taurusavenue 1, 2132 LS Hoofddorp, The Netherlands, and its official seat (statutaire zetel) is in Amsterdam, The Netherlands. Stellantis is registered with the Dutch trade register under number 60372958. Its telephone number is +31 23 700 1511.

Stellantis is a global automaker engaged in designing, engineering, manufacturing, distributing and selling vehicles and components worldwide. Stellantis designs, engineers, manufactures, distributes and sells vehicles across five portfolios: (i) luxury vehicles under the Maserati brand; (ii) premium vehicles covered by Alfa Romeo, DS and Lancia brands; (iii) global sport utility vehicles under the Jeep brand; (iv) American brands covering Dodge, Ram and Chrysler vehicles and (v) European brands covering Abarth, Citroën, FIAT, Opel, Peugeot and Vauxhall vehicles. Stellantis also provides retail and dealer financing, leasing and rental services available through its subsidiaries, joint ventures and commercial arrangements with third party financial institutions. Additionally, Stellantis supports its vehicle shipments with the sale of related service parts and accessories, as well as service contracts, worldwide. Stellantis also engages in several other related activities, such as pre-owned car businesses, mobility brands, and independent after-market parts and service businesses.

You can find a more detailed description of our business in the 2025 Annual Report, which is incorporated by reference in this prospectus.

STELLANTIS FINANCE US INC.

Stellantis Finance is a wholly owned indirect subsidiary of Stellantis, and was incorporated under the laws of Delaware on March 6, 2017. The principal office of Stellantis Finance is located at 1000 Chrysler Drive, Auburn Hills, Michigan 48326, U.S.A and its telephone number is (248)-512-3986.

Stellantis Finance is a finance subsidiary which serves as a financing vehicle for Stellantis. Stellantis Finance has no independent operations and conducts no business, except in connection with borrowings and the advance of proceeds from such borrowings to companies in the Group.

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USE OF PROCEEDS

Unless otherwise indicated in an accompanying prospectus supplement, the net proceeds from the sale of securities will be used for general corporate purposes.

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our consolidated cash and cash equivalents, capitalization and indebtedness as of June 30, 2026. This information should be read in conjunction with the interim and condensed consolidated financial statements of Stellantis (and the accompanying notes) as of and for the three and six months ended June 30, 2026 incorporated by reference into this prospectus.

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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

This prospectus relates to, among other securities, debt securities issued by Stellantis or Stellantis Finance. As required by U.S. federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by documents called indentures.

The indenture relating to debt securities issued by Stellantis is a contract that will be entered into among Stellantis, as issuer, and The Bank of New York Mellon, as trustee. This indenture, as it may be amended and supplemented, is referred to as the “Stellantis indenture”.

The indenture relating to debt securities issued by Stellantis Finance is a contract that will be entered into among Stellantis Finance, as issuer, Stellantis, as guarantor, and The Bank of New York Mellon, as trustee. This indenture, as it may be amended and supplemented, is referred to as the “Stellantis Finance indenture”.

The trustee has two main roles. First, it can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described under “—Default and Related Matters—Events of Default—Remedies If an Event of Default Occurs” below. Second, the trustee performs administrative duties for us, such as sending you interest payments, transferring your debt securities to a new buyer if you sell and sending you notices.

As you read this section, please remember that the specific terms of a series of debt securities as described in the accompanying prospectus supplement will supplement and, if applicable, may modify or replace the general terms described in this section. If there are any differences between the applicable prospectus supplement and this prospectus, the applicable prospectus supplement will control. Accordingly, the statements we make in this section may not apply to your debt security.

This section summarizes the material provisions of the indentures, the debt securities and the guarantees. However, because it is a summary, it does not describe every aspect of the indentures, the debt securities and the guarantees. This summary is subject to and qualified in its entirety by reference to the applicable indenture, each of which is incorporated herein by reference. The indentures and associated documents contain the full legal text of the matters described in this section. The indentures, the debt securities and the guarantees are governed by New York law. A copy of a form of the Stellantis indenture and a form of the Stellantis Finance indenture are filed with the SEC as exhibits to the registration statement on Form F-3 of which this prospectus is a part. See “Where You Can Find More Information About Us” for information on how to obtain copies of these documents.

This summary also is subject to and qualified by reference to the description of the particular terms of your series described in the prospectus supplement. This section summarizes all material terms of the debt securities that are common to all series, unless otherwise indicated in the prospectus supplement relating to a particular series.

Each Stellantis debt issuer may issue as many distinct series of debt securities under the applicable indenture as it wishes. Each Stellantis debt issuer may also from time to time without the consent of the holders of the debt securities issued under the applicable indenture create and issue further debt securities having the same terms and conditions as debt securities of an already issued series under such indenture so that the further issue is consolidated and forms a single series with that series.

Amounts That We May Issue

The indentures do not limit the aggregate amount of debt securities that we may issue or the number of series or the aggregate amount of any particular series. Each Stellantis debt issuer may issue debt securities and other securities at any time without your consent and without notifying you.

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Principal Amount, Stated Maturity and Maturity

The principal amount of a series of debt securities means the principal amount payable at its stated maturity, unless that amount is not determinable, in which case the principal amount of a debt security is its face amount. Any debt securities owned by us or any of our affiliates are not deemed to be outstanding.

The term “stated maturity” with respect to any debt security means the day on which the principal amount of your debt securities is scheduled to become due. The principal may become due sooner, by reason of redemption or acceleration after a default or otherwise in accordance with the terms of your debt securities. The day on which the principal actually becomes due, whether at the stated maturity or earlier, is called the “maturity” of the principal.

We also use the terms “stated maturity” and “maturity” to refer to the days when other payments become due. For example, we may refer to a regular interest payment date when an installment of interest is scheduled to become due as the “stated maturity” of that installment. When we refer to the “stated maturity” or the “maturity” of a debt security without specifying a particular payment, we mean the stated maturity or maturity, as the case may be, of the principal.

Form of Debt Securities

We will issue debt securities in global (book-entry) form only, unless specified otherwise in the applicable prospectus supplement. Debt securities in book-entry form will be represented by a global security registered in the name of a depositary, which will be the holder of all the debt securities represented by the global security. Those who own beneficial interests in a global debt security will do so through participants in the depositary’s securities clearance system, and the rights of these indirect owners will be governed solely by the applicable procedures of the depositary and its participants. We generally will not recognize investors who hold securities in accounts at banks or brokers (i.e., in street name) as legal holders of securities. When we refer to the holders of securities, we mean only the actual legal and (if applicable) record holders of those securities. In the remainder of this description, “you” means direct holders and not street name or other indirect holders of securities.

In a few special situations described below, the global security will terminate and interests in it will be exchanged for physical certificates representing securities. These special situations are:

The prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and not we or the trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.

In addition, we will generally issue each debt security in registered form, without coupons, unless specified otherwise in the applicable prospectus supplement.

Types of Debt Securities

We may issue fixed rate debt securities, floating rate debt securities or indexed debt securities. A debt security may have elements of each of these three types of debt securities. For example, a debt security may bear interest at a fixed rate for some periods and at a variable rate in others. Similarly, a debt security may provide for a payment of principal at maturity linked to an index and also bear interest at a fixed or variable rate.

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Fixed Rate Debt Securities

A debt security of this type will bear interest at a fixed rate described in the applicable prospectus supplement from its original issue date until the principal is paid or made available for payment.

How Interest is Calculated. Interest on fixed rate debt securities will be paid on the basis of twelve 30-day months assuming a 360-day year, unless otherwise specified in the applicable prospectus supplement.

How Interest Accrues. Interest on fixed rate debt securities will accrue from and including the most recent interest payment date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including the issue date or any other date specified in the prospectus supplement on which interest begins to accrue. Interest will accrue to but excluding the next interest payment date, or, if earlier, the date on which the principal has been paid or duly made available for payment, except as described below under “—If a Payment Date Is Not a Business Day.”

When Interest Is Paid. Payments of interest on fixed rate debt securities will be made on the interest payment dates specified in the applicable prospectus supplement.

Amount of Interest Payable. Interest payments for fixed rate debt securities will include accrued interest from and including the date of issue or from and including the last date in respect of which interest has been paid, as the case may be, to but excluding the relevant interest payment date or date of maturity or earlier redemption or repayment, as the case may be.

If a Payment Date Is Not a Business Day. If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day, we will pay interest and principal and premium, if any, on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

Amortizing Debt Securities. A fixed rate debt security may pay a level amount in respect of both interest and principal amortized over the life of the debt security. Payments of principal and interest on amortizing debt securities will be made on the interest payment dates specified in the applicable prospectus supplement, and at maturity or upon any earlier redemption or repayment. Payments on amortizing debt securities will be applied first to interest due and payable and then to the reduction of the unpaid principal amount. We will provide to the original purchaser, and will furnish to subsequent holders upon request to us, a table setting forth repayment information for each amortizing debt security.

Floating Rate Debt Securities

Interest Rate Formulas. A series of debt securities of this type will bear interest at rates that are determined by reference to an interest rate formula. In some cases, the rates may also be adjusted by adding or subtracting a spread or multiplying by a spread multiplier and may be subject to a minimum rate or a maximum rate. If your debt securities are floating rate debt securities, the formula and any adjustments that apply to the interest rate will be specified in your prospectus supplement.

How Interest Accrues. Each series of floating rate debt securities will bear interest from its original issue date or from the most recent date to which interest on the debt security has been paid or made available for payment. Interest will accrue on the principal of a series of floating rate debt securities at the yearly rate determined according to the interest rate formula stated in the applicable prospectus supplement, until the principal is paid or made available for payment. We will pay interest on each interest payment date and at maturity as described in “Additional Mechanics—Payment and Paying Agents” below.

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Calculation of Interest. Calculations relating to a series of floating rate debt securities will be made by the calculation agent, an institution that we appoint as our agent for this purpose. The prospectus supplement for a particular series of floating rate debt securities will name the institution that we have appointed to act as the calculation agent for that particular series as of its original issue date. We may appoint a different institution to serve as calculation agent from time to time after the original issue date of the debt security without your consent and without notifying you of the change. Absent manifest error, all determinations of the calculation agent will be final and binding on you and us, without any liability on the part of the calculation agent.

For a series of floating rate Debt Securities, the calculation agent will determine, on the corresponding interest calculation or determination date, as described in the applicable prospectus supplement, the interest rate that takes effect on each interest reset date. In addition, the calculation agent will calculate the amount of interest that has accrued during each interest period—i.e., the period from and including the original issue date, or the last date to which interest has been paid or made available for payment, to but excluding the payment date. For each interest period, the calculation agent will calculate the amount of accrued interest by multiplying the face or other specified amount of the floating rate debt security by an accrued interest factor for the interest period. This factor will equal the sum of the interest factors calculated for each day during the interest period. The interest factor for each day will be expressed as a decimal and will be calculated by dividing the interest rate, also expressed as a decimal, applicable to that day by 360, by 365 or by the actual number of days in the year, as specified in the applicable prospectus supplement.

Upon the request of the holder of any floating rate debt security, the calculation agent will provide for that debt security the interest rate then in effect—and, if determined, the interest rate that will become effective on the next interest reset date. The calculation agent’s determination of any interest rate, and its calculation of the amount of interest for any interest period, will be final and binding in the absence of manifest error.

Unless otherwise specified in the applicable prospectus supplement and supplemental indenture, all percentages resulting from any calculation relating to a series of floating rate debt securities will be rounded upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a percentage point, e.g., 9.876541 percent (or 0.09876541) being rounded down to 9.87654 percent (or 0.0987654) and 9.876545 percent (or 0.09876545) being rounded up to 9.87655 percent (or 0.0987655). All amounts used in or resulting from any calculation relating to a series of floating rate debt securities will be rounded upward or downward, as appropriate, to the nearest cent, in the case of U.S. dollars, or to the nearest corresponding hundredth of a unit, in the case of a currency other than U.S. dollars, with one-half cent or one-half of a corresponding hundredth of a unit or more being rounded upward.

In determining the base rate that applies to a particular series of floating rate debt securities during a particular interest period, the calculation agent may obtain rate quotes from various banks or dealers active in the relevant market, as described in the applicable prospectus supplement. Those reference banks and dealers may include the calculation agent itself and its affiliates, as well as any underwriter, dealer or agent participating in the distribution of the relevant floating rate debt securities and its affiliates.

Original Issue Discount Debt Securities

A debt security may be an original issue discount debt security. A series of debt securities of this type is issued at a price lower than its principal amount and provides that, upon redemption or acceleration of its maturity, an amount less than its principal amount will be payable. A debt security issued at a discount to its principal may, for U.S. federal income tax purposes, be considered an original issue discount debt security, regardless of the amount payable upon redemption or acceleration of maturity. See “Taxation—United States Taxation of Debt Securities—United States Holders—Original Issue Discount” for a brief description of the U.S. federal income tax consequences of owning an original issue discount debt security.

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Information in the Prospectus Supplement

The specific financial, legal and other terms particular to a series of debt securities will be described in the prospectus supplement and the pricing agreement relating to the series. Those terms may vary from the terms described here. Accordingly, this summary also is subject to and qualified by reference to the description of the terms of the series of debt securities described in the prospectus supplement.

The prospectus supplement relating to a series of debt securities will, to the extent applicable, describe the following terms of the series:

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Guarantees

Stellantis will fully, unconditionally and irrevocably guarantee the due and punctual payment of the principal of, premium, if any, and interest on the debt securities issued by Stellantis Finance, including additional amounts, as described under “ —Payment of Additional Amounts”, if any, sinking fund payments, if any, and all other obligations which may be payable pursuant to the Stellantis Finance indenture and the debt securities issued by Stellantis Finance. Stellantis will guarantee the payment of such amounts when such amounts become due and payable, whether at the stated maturity of the debt securities, by declaration of acceleration, call for redemption or otherwise.

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The guarantees will be the full, direct, unconditional and unsecured general obligations of Stellantis. Unless otherwise specified in the prospectus supplement, the obligations of Stellantis under the guarantees will constitute unsubordinated obligations of Stellantis and will:

Redemption and Repayment

General

Unless otherwise indicated in the applicable prospectus supplement, a series of debt securities will not be entitled to the benefit of any sinking fund. This means we will not deposit money on a regular basis into any separate custodial account to repay a series of debt securities. In addition, we will not be entitled to redeem a series of debt securities before their stated maturity, other than as described below under “—Optional Tax Redemption”, unless the applicable prospectus supplement specifies a redemption commencement date.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of debt securities to be redeemed except that redemption notices may be given more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the debt securities (as described under “—Defeasance and Discharge”).

You will not be entitled to require us to buy your debt securities from you before their stated maturity, other than as described below under “—Change of Control Put” unless the prospectus supplement specifies one or more repayment dates.

Optional Tax Redemption

We may have the option to redeem the debt securities if, as a result of any change in or amendment to, or changes in the official application or interpretation of, any laws or regulations or rulings, or changes in the official application or interpretation of, or any execution of or amendment to, any treaties, the applicable Stellantis debt issuer or the guarantor (or any paying agent or other person on behalf of the applicable Stellantis debt issuer or guarantor) would be required to pay additional amounts as described below under “—Payment of Additional Amounts”.

This applies only in the case of changes, executions or amendments that become effective on or after the date specified in the prospectus supplement for the applicable series of debt securities and in the jurisdiction where such Stellantis debt issuer or guarantor is incorporated, organized or tax resident. If the applicable Stellantis debt issuer or guarantor is succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor entity is incorporated, organized or tax resident, and the applicable date will be the date the entity became a successor.

The applicable Stellantis debt issuer would not have the option to redeem in this case if it could have avoided the obligation to pay additional amounts by using reasonable measures available to it.

Change of Control Put

If a Change of Control Event (as defined below) occurs with respect to a series of debt securities, the holders of such series of debt securities will have the right (unless the applicable Stellantis debt issuer has previously or concurrently given a notice of redemption with respect to all the then outstanding debt securities of such series pursuant to the terms of the applicable indenture) to require the applicable Stellantis debt issuer to purchase all or a portion of such debt securities pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of purchase, subject to the right of the holder(s) of record of such debt securities on the relevant record date to receive interest due on the relevant interest payment date.

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In connection with any Change of Control Event (but not later than 30 days following any Change of Control Event), the applicable Stellantis debt issuer will notify the trustee in writing of such Change of Control Offer, and give notice to the holders of the relevant debt securities in accordance with the terms of the applicable indenture to repurchase Notes on the payment date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given to holders of the relevant debt securities.

The applicable Stellantis debt issuer will comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of debt securities pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the applicable indenture, the applicable Stellantis debt issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the applicable indenture by virtue thereof.

On the Change of Control Payment Date, the applicable Stellantis debt issuer will, to the extent permitted by law:

1. accept for payment all debt securities of a series or portions thereof properly tendered pursuant to the Change of Control Offer;

2. deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all debt securities of such series or portions thereof so tendered; and

3. deliver, or cause to be delivered, to the trustee for cancellation the debt securities so accepted together with an officer’s certificate to the trustee stating that such debt securities or portions thereof have been tendered to and purchased by such Stellantis debt issuer.

The Stellantis debt issuers will not be required to make a Change of Control Offer upon a Change of Control Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by a Stellantis debt issuer and purchases all debt securities properly tendered and not withdrawn under the Change of Control Offer.

Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Event, conditional upon the Change of Control, if at the time a Change of Control Offer is made (i) a definitive agreement is in place for the Change of Control, or (ii) a public offer has been made to acquire all of the outstanding common shares of Stellantis N.V. and has been declared unconditional. Except as described under “—Modification and Waiver”, the provisions in the indentures relating to the Stellantis debt issuer’s obligation to make an offer to repurchase debt securities as a result of a Change of Control Event may be waived or modified at any time with the written consent of the holders of a majority in principal amount of the then outstanding debt securities of the applicable series under the applicable indenture.

Definitions:

“Change of Control” means the occurrence of any of the following after the issue date of the applicable series of debt securities:

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“Change of Control Event” means the occurrence of a Change of Control and a Rating Decline.

“Rating Agency” means Moody’s or S&P (each as herein defined), or, if either such entity ceases to rate the debt securities for reasons outside of the control of the applicable Stellantis debt issuer or guarantor, any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act.

“Rating Date” means (i) the date one business day prior to the occurrence of an event specified in clauses (1) or (2) of the definition of Change of Control or, if applicable, and only with respect to the type of transaction specified in clause (1) of the definition of Change of Control, the date one business day before the first public announcement of a definitive agreement with respect to such transaction and (ii) in the event that a Rating Agency has announced a Rating Decline of the debt securities within 90 days prior to the occurrence of an event specified in clauses (1) or (2) of the definition of Change of Control or, if applicable, and only with respect to the type of transaction specified in clause (1) of the definition of Change of Control, within 90 days before the first public announcement of a definitive agreement with respect to such transaction, and the official statement issued by a Rating Agency announcing the Rating Decline refers to such event or transaction as a reason for such downgrade, the date one business day prior to such announcement by a Rating Agency.

“Rating Decline”, with respect to a series of debt securities, means the occurrence on any date within the 90-day period following the occurrence of the event specified in clauses (1) or (2) of the definition of Change of Control (which period shall be extended so long as during such period any rating of the debt securities of the applicable series is under publicly announced consideration for possible downgrade by a Rating Agency, provided that such extension shall not be for more than 30 days) of: (i) in the event such debt securities are rated by any Rating Agency on the Rating Date below Investment Grade (a) the rating of such debt securities by such Rating Agency is downgraded by at least one rating category below the rating of such debt securities by such Rating Agency on the Rating Date and not subsequently upgraded to its earlier rating (or better) by such Rating Agency within such period, or (b) such debt securities cease to be rated by such Rating Agency and such Rating Agency does not subsequently reinstate the earlier rating (or better) that it had assigned to such debt securities during such period; or (ii) in the event such debt securities are rated by any Rating Agency on the Rating Date as Investment Grade (a) the rating of such debt securities by such Rating Agency is downgraded to below Investment Grade and not subsequently upgraded to Investment Grade by such Rating Agency within such period, or (b) such debt securities cease to be rated by such Rating Agency and such Rating Agency does not subsequently reinstate an Investment Grade rating to such debt securities during such period, provided that: (x) any such decision of the relevant Rating Agency to downgrade or cease to rate such debt securities referred to in paragraph (i) or (ii) above shall not be deemed to have occurred in respect of a particular Change of Control if such Rating Agency does not publicly announce or confirm that such decision was the result, in whole or in part, of the event specified in clauses (1) or (2) of the definition of Change of Control; and (y) if at the time of the event specified in clauses (1) or (2) of the definition of Change of Control such debt securities are not rated by a Rating Agency, and no Rating Agency assigns an Investment Grade rating to such debt securities within the 90-day period following the occurrence of the event specified in clauses (1) or (2) of the definition of Change of Control, a Rating Decline will be deemed to have occurred. In determining how many rating categories the rating of such debt securities has decreased, gradation will be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, or from BB to BB-, will constitute a decrease of one rating category).

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“Related Party” means (i) each of the owners and beneficial holders of interests in Giovanni Agnelli B.V. (at the issue date of the applicable series of debt securities) and each of their spouses, heirs, legatees, descendants and blood relatives to the third degree, (ii) Giovanni Agnelli B.V., (iii) any person directly or indirectly under the Control of Giovanni Agnelli B.V., (iv) Etablissements Peugeot Frères, (v) any person directly or indirectly under the Control of Etablissements Peugeot Frères, (vi) Peugeot Invest, or (vii) any person directly or indirectly under the Control of Peugeot Invest. For the purposes of this definition, the term “Control” means (1) the direct or indirect ownership (beneficial or otherwise) of more than 50% of the Voting Stock of a person measured by voting power rather than number of shares or (2) the power to appoint or remove all or the majority of the directors or other equivalent officers of a person.

“Investment Grade” means a rating of BBB- or higher by S&P or a rating of Baa3 or higher by Moody’s or the equivalent of such ratings.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“Voting Stock” of any person as of any date means the capital stock of such person that is at the time entitled to vote in the election of the board of directors of such person.

“Etablissements Peugeot Frères” means the société anonyme registered with the registre du commerce et des sociétés of Nanterre under number 875 750 317.

“Peugeot Invest” means the société anonyme registered with the registre du commerce et des sociétés of Nanterre under number 562 075 390.

Repurchase

Each Stellantis debt issuer may at any time and from time to time purchase debt securities in the open market or by tender or by private agreement, if applicable law allows. The debt securities purchased by the applicable Stellantis debt issuer may be held, resold or, at the applicable Stellantis debt issuer’s option, surrendered to the trustee for cancellation.

Payment of Additional Amounts

All payments in respect of the debt securities or in respect of the guarantees by the applicable Stellantis debt issuer or the guarantor, as applicable, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Tax”) imposed, collected, withheld, assessed or levied by or on behalf of any jurisdiction in which the applicable Stellantis debt issuer, the guarantor, a paying agent, or any other person on behalf of the applicable Stellantis debt issuer or the guarantor, or any successor thereto (each, a “Payor”) is incorporated, organized or tax resident, or any governmental authority or political subdivision thereof or therein having the power to tax (a “Relevant Jurisdiction”), unless any withholding or deduction of Tax is required by the laws of any Relevant Jurisdiction.

Where any withholding or deduction of Tax is required by the law of any Relevant Jurisdiction, we will, subject to the exceptions and limitations set forth below, pay as additional interest such additional amounts as are necessary to make the net amount paid to the affected holders equal the amount the holders would have received in the absence of the deduction or withholding.

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We will not have to pay additional amounts under any (or any combination) of the following circumstances:

Notwithstanding anything to the contrary under this Section “—Payment of Additional Amounts”, none of the Stellantis debt issuers, the guarantor, any paying agent or any other person shall be required to pay any additional amounts with respect to any withholding or deduction imposed on or in respect of any debt security pursuant to Sections 1471-1474 of the Code (and any current and future regulations or official interpretations thereof) (“FATCA”), the laws of The Netherlands implementing FATCA or any agreement between such Stellantis debt issuer or guarantor and any taxing or governmental authority entered into for FATCA purposes.

The prospectus supplement relating to the debt securities may describe additional circumstances in which we would not be required to pay additional amounts.

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Certain Covenants

The indentures do not contain any covenants restricting our ability to make payments, dispose of assets, issue and sell capital stock, enter into transactions with affiliates, create or incur liens on our property or engage in business other than our present business, except as described under “Negative Pledge; Securitizations Not Restricted” and “—Consolidation, Merger and Sale of Assets”. A particular series of debt securities, however, may contain restrictive covenants of this type, which we will describe in the applicable prospectus supplement.

Negative Pledge; Securitizations Not Restricted

For so long as any debt securities remain outstanding, neither the applicable Stellantis debt issuer nor the guarantor, as the case may be, will create any mortgage, charge, pledge, lien, encumbrance or other security interest (“Lien”) (other than a Permitted Lien) upon its assets to secure any Quoted Indebtedness or any Qualifying Guarantee of such Quoted Indebtedness, unless in any such case the applicable Stellantis debt issuer or the guarantor, as the case may be, grant, for the benefit of holders of the debt securities, a security interest in such assets that is equal and ratable to the security interests in favor of the holders of the Quoted Indebtedness (or, in the case of a Lien securing Quoted Indebtedness that is expressly subordinated or junior to the Notes of that series, secured by a Lien that is senior in priority to such Lien).

Notwithstanding anything in the applicable indenture or the debt securities to the contrary, the applicable indenture and the debt securities shall not be deemed to prohibit or restrict, and no event of default under the applicable indenture and the debt securities shall result from the existence of any default, violation, early amortization or other adverse event or circumstance under, any Non-recourse Securitization.

Definitions:

“Financial Services Subsidiary” means a subsidiary of Stellantis N.V.:

A. which carries on no material business other than the offer and sale of financial services products to customers, dealers or suppliers of Members of the Group (and other related support activities incidental to the offer and sale of such financial services products including, without limitation, input financing and rental business activities) in any of the following areas:

1. retail financing for the purchase, contract hire or lease of new or old equipment manufactured by a Member of the Group or any other manufacturer whose products are from time to time sold through the dealer network of a Member of the Group;

2. other retail and wholesale financing programs reasonably related thereto, including, without limitation, financing to the dealer network of any Member of the Group;

3. insurance and credit card products and services reasonably related thereto, together with the underwriting, marketing, servicing and other related support activities incidental to the offer and sale of such financial services products; and

4. factoring and/or licensed banking activities; or

B. a holding company of a Financial Services Subsidiary which carries on no material business or activity other than holding shares in that Financial Services Subsidiary and/or activities described in clause (A) above.

“Indebtedness” means any indebtedness (whether principal, premium or interest) for or in respect of (A) any notes, bonds, debenture stock, loan stock or other securities, (B) any Loan Financing, or (C) any liability under or in respect of any banker’s acceptance or banker’s acceptance credit; provided, that (x) indebtedness of a Member of the Group to any other Member of the Group and (y) indebtedness that qualifies as Non-recourse Securitization Debt shall, in each case, not be deemed to be Indebtedness for purposes of the Negative Pledge or any other purpose under the indentures or the debt securities.

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“Loan Financing” means any money borrowed from (A) a bank, financial institution, hedge fund, pension fund, or insurance company or (B) any other entity having as its principal business the lending of money and/or investing in loans, in each case other than public or quasi-public entities or international organizations with a public or quasi-public character.

“Member of the Group” means each of Stellantis N.V. and any direct or indirect subsidiary it fully consolidates on the basis of which Stellantis N.V.’s most recent audited consolidated financial statements were prepared.

“Non-recourse Securitization” means any securitization, asset-backed financing or transaction having a similar effect of Securitizable Assets, for which the issuers or borrowers do not provide recourse for credit losses other than Standard Securitization Undertakings.

“Non-recourse Securitization Debt” means any Indebtedness incurred by a Securitization Entity pursuant to a securitization of receivables where the recourse in respect of that Indebtedness to the applicable Stellantis debt issuer or the guarantor is limited to:

A. those receivables and/or related insurance and/or any Standard Securitization Undertakings; and

B. if those receivables comprise all or substantially all of the business or assets of such Securitization Entity, the shares or other interests of any Member of the Group in such Securitization Entity; provided that any Indebtedness not qualifying as Non-recourse Securitization Debt solely because the extent of recourse to any Member of the Group with respect to such Indebtedness is greater than that provided in clauses (A) and (B) above shall only not qualify as Non-recourse Securitization Debt with respect to the extent of such additional recourse.

“Permitted Liens” means:

A. Liens existing on the issue date of the applicable debt securities;

B. Liens arising by operation of law, by contract having an equivalent effect, from rights of set-off arising in the ordinary course of business between the applicable Stellantis debt issuer or the guarantor, as the case may be, and any of their respective suppliers or customers, or from rights of set-off or netting arising by operation of law (or by contract having similar effect) by virtue of the provision to the applicable Stellantis debt issuer or the guarantor, as the case may be, of clearing bank facilities or overdraft facilities;

C. any Lien over:

1. the receivables of a Securitization Entity (and any bank account to which such proceeds are deposited) which are subject to a Non-recourse Securitization as security for Non-recourse Securitization Debt raised by such Securitization Entity in respect of such receivables; and/or

2. the shares or other interests owned by any Member of the Group in any Securitization Entity as security for Non-recourse Securitization Debt raised by such Securitization Entity provided that the receivables or revenues which are the subject of the relevant Non-recourse Securitization comprise all or substantially all of the business of such Securitization Entity;

D. any Liens on assets acquired by a Member of the Group after the applicable issue date, provided that (i) such Lien was existing or agreed to be created at or before the time the relevant asset was acquired by a Member of the Group, (ii) such Lien was not created in contemplation of such acquisition, and (iii) the principal amount then secured does not exceed the principal amount of the committed financing then secured (whether or not drawn), with respect to such assets at the time the relevant asset was acquired by a Member of the Group;

E. any Lien created to secure all or any part of the purchase price, or to secure Quoted Indebtedness incurred or assumed to pay all or any part of the purchase price or cost of construction, of property (or any improvement thereon) acquired or constructed by the applicable Stellantis debt issuer or the guarantor, as the case may be, after the applicable issue date, provided, that (i) any such Lien shall extend solely to the item or items of property (or improvement thereon) so acquired or constructed and (ii) the principal amount of Quoted Indebtedness secured by any such Lien shall at no time exceed an amount equal to the fair market value of such property (or any improvement thereon) at the time of such acquisition or construction;

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F. any Lien securing Quoted Indebtedness incurred to refinance other indebtedness itself secured by a Lien included in clauses (A), (B), (D) or (E) above, but only if the principal amount of the Quoted Indebtedness is not increased and only the same assets are secured as were secured by the prior Lien;

G. any Lien provided in favor of any bank or governmental (central or local), intergovernmental or supranational body, agency, department or other authority securing any of the applicable Stellantis debt issuer’s or the guarantor’s Quoted Indebtedness under a loan scheme operated by (or on behalf of) Banco Nacional de Desenvolvimento Economico e Social, Finame, Banco de Minas Gerais, the United States Department of Energy, the United States Department of the Treasury, a member country of the OECD, Argentina, Brazil, China, India, South Africa or any supranational entity (such as the European Bank for Reconstruction and Development or the International Finance Corporation) where the provision of such Lien is required for the relevant loan; or

H. (i) any Lien created on the shares of capital stock of any of Stellantis N.V.’s subsidiaries, and (ii) any Lien created on the assets of any of Stellantis N.V.’s subsidiaries of the type described in clause (E) above other than shares of capital stock of any of Stellantis N.V.’s subsidiaries.

“Qualifying Guarantee” means a direct or indirect guarantee in respect of any Indebtedness or a direct or indirect indemnity against the consequences of a default in the payment of any Indebtedness, other than, in each case, by endorsement of negotiable instruments, letters of credit or reimbursement agreements in the ordinary course of business.

“Quoted Indebtedness” means any Indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock or other securities and which at the time of issue is, or is capable of being, quoted, listed or ordinarily dealt in on any stock exchange or over-the-counter market or other securities market (whether or not initially distributed by means of a private placement).

“Securitizable Asset” means receivables, loans, installment sales contracts, leases and/or leased assets, and incidental assets related thereto (or any interests therein) or interests or securities representing or dependent on collection of any of the foregoing.

“Securitization Entity” means any special purpose vehicle created for the sole purpose of carrying out, or otherwise used solely for the purpose of carrying out a Non-recourse Securitization or any other Subsidiary that is effecting Non-recourse Securitization.

“Standard Securitization Undertakings” means representations, warranties, covenants, guarantees and indemnities entered into by any Member of the Group from time to time which are customary in relation to Non-recourse Securitization, including any payment or performance undertakings with respect to origination or servicing obligations or undertakings with respect to breaches of representations or warranties.

Consolidation, Merger and Sale of Assets

The Stellantis debt issuers and the guarantor may consolidate or amalgamate with or merge with or into any other person, and may sell, transfer, or lease or convey all or substantially all of their properties and assets to another person. However, neither the Stellantis debt issuers nor the guarantor shall consolidate or amalgamate with or merge into any other person, or convey, transfer or lease all or substantially all of its assets to any other person, unless the following conditions are satisfied:

1. When the applicable Stellantis debt issuer or the guarantor merges or consolidates out of existence or sells or leases its respective properties and assets substantially as an entirety, the other company or firm must be organized under the laws of the United States of America, any state thereof, the District of Columbia, or any territory thereof, the U.K., Canada or any province thereof, Japan, Switzerland, or any member state of the European Union or any political subdivision thereof;

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2. The person the applicable Stellantis debt issuer or the guarantor merges with or into, or consolidates out of existence with, or sells or leases its properties or assets substantially as an entirety to, must, by a supplemental indenture executed and delivered to the trustee, (i) (a) in the case of the guarantor, expressly guarantee, or (ii) in the case of a Stellantis debt issuer, expressly assume, the due and punctual payment of the principal of and any premium and interest on all debt securities of the relevant series, and (ii) expressly assume the performance or observance of every covenant of the applicable indenture on the part of the applicable Stellantis debt issuer or the guarantor, as the case may be, to be performed or observed; and

3. The consolidation, merger or sale of assets must not cause a default on any series of outstanding debt securities under the applicable indenture, and the applicable Stellantis debt issuer and the guarantor must not already be in default (unless the merger or other transaction would cure the default). For purposes of this no-default test, a default would include an event of default (as defined below) that has occurred and not been cured. A default for this purpose would also include any event that would be an event of default if the requirements for giving the applicable Stellantis debt issuer default notice or the Stellantis debt issuer’s default having to exist for a specific period of time were disregarded.

If the conditions described above are satisfied with respect to debt securities of a series, the applicable Stellantis debt issuer or the guarantor will not need to obtain the approval of the holders of such series of debt securities in order to merge or consolidate or to sell their assets (see “—Change of Control Put” for a more detailed discussion). Furthermore, these conditions will apply only if a Stellantis debt issuer or the guarantor wish to merge or consolidate with another entity or sell their properties and assets substantially as an entirety to another entity. The Stellantis debt issuers and the guarantor will not need to satisfy these conditions if they enter into other types of transactions, including any transaction in which they acquire the stock or assets of another entity, any transaction that involves a change of control but in which they do not merge or consolidate and any transaction in which they do not sell their properties and assets substantially as an entirety. It is possible that this type of transaction may result in a reduction in a Stellantis debt issuer’s or the guarantor’s credit rating, may reduce the guarantor’s operating results or may impair its financial condition. Holders of debt securities, however, will have no approval right with respect to any transaction of this type.

If a Stellantis debt issuer or the guarantor amalgamates or consolidates with or merges with or into any other person, or sells, transfers, or leases or conveys all or substantially all of their properties and assets to another person, in each case as described above, the successor person in any such transaction shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Stellantis debt issuer or the guarantor, as the case may be, under the applicable indenture and the debt securities, and the applicable Stellantis debt issuer or the guarantor, as the predecessor person, except in the case of a lease, shall be released from all of their respective obligations under the applicable indenture and the debt securities.

Issuer Substitution

Under the Stellantis indenture, Stellantis is permitted to transfer its obligations, as issuer of the debt securities of any series, to any Treasury Subsidiary (as defined below under “—Default and Related Matters—Events of Default”), so long as (i) no event of default has occurred in respect of such debt securities, (ii) no payment in respect of such debt securities is at the relevant time overdue, (iii) that Treasury Subsidiary executes a supplemental indenture in which it agrees to be bound by the terms of such debt securities and the Stellantis indenture, and (iv) the obligations of that Treasury Subsidiary are fully and unconditionally guaranteed by Stellantis. The provisions of the Stellantis indenture with respect to consolidation, merger or sale or lease of assets will continue to apply to Stellantis in its capacity as guarantor of the debt securities of the applicable series.

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Under the Stellantis Finance indenture, Stellantis Finance is permitted to transfer its obligations, as issuer of the debt securities of any series, to Stellantis or to any Treasury Subsidiary (as defined below under “—Default and Related Matters—Events of Default”), so long as (i) no event of default has occurred in respect of such debt securities, (ii) no payment in respect of such debt securities is at the relevant time overdue, and (iii) Stellantis or that Treasury Subsidiary executes a supplemental indenture in which it agrees to be bound by the terms of such debt securities and the Stellantis Finance indenture. If a Treasury Subsidiary assumes the obligations of Stellantis Finance in respect of any debt securities and under the Stellantis Finance indenture, the obligations of such Treasury Subsidiary will be fully and unconditionally guaranteed by Stellantis on substantially the same terms as the guarantee. If Stellantis assumes the obligations of Stellantis Finance in respect of any debt securities and under the Stellantis Finance indenture, the guarantee of Stellantis with respect to such debt securities shall terminate without any requirement that any action be taken by Stellantis Finance, Stellantis or the trustee.

Under U.S. tax law, the change in the obligor on the debt securities of any series could be treated as a disposition of such debt securities that you hold, resulting in your realization of gain or loss on such debt securities even though you continue to hold the debt securities and receive no distribution in connection with the deemed disposition. A change in the obligor might also result in possible other adverse tax consequences.

In case of a substitution, the substitute issuer will indemnify each holder of the debt securities of the applicable series against any tax, duty, assessment or governmental charge that is imposed on such holder by certain specified jurisdictions which would not have been imposed had the substitution not been made, as well any costs or expenses relating to the substitution.

No vote by holders of the debt securities approving any of these actions is required, unless as part of the transaction we make changes to the applicable indenture requiring your approval, as described under “—Modification and Waiver”. We may take these actions as part of a transaction involving outside third parties or as part of an internal corporate reorganization. We may take these actions even if they result in a lower credit rating being assigned to the debt securities of the applicable series.

Modification and Waiver

There are three types of changes we can make to the indentures and the debt securities.

Changes Requiring Your Approval. First, there are changes that cannot be made to your debt securities without your specific approval. Following is a list of those types of changes:

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Changes Requiring a Majority Vote. The second type of change to the indentures and the debt securities is the kind that requires a vote in favor by holders of debt securities owning not less than a majority of the principal amount of the outstanding securities of the particular series affected. Most changes fall into this category, except for clarifying changes and certain other changes described below under “—Changes Not Requiring Your Approval”. The same vote would be required for us to obtain a waiver of a past default. However, we cannot obtain a waiver of a payment default or any other aspect of the applicable indenture or the debt securities described above under “—Changes Requiring Your Approval” unless we obtain the consent of each holder affected thereby.

Changes Not Requiring Approval. The third type of change does not require any vote by holders of debt securities. Following is a list of these types of changes:

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Further Details Concerning Voting. When taking a vote, we will use the following rules to decide how much principal amount to attribute to a security:

Defeasance and Discharge

The following discussion of full defeasance and discharge and covenant defeasance and discharge will be applicable to your series of debt securities only if we choose to have them apply to that series. If we do so choose, we will state that in the prospectus supplement.

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Full Defeasance

A Stellantis debt issuer can legally release itself from any payment or other obligations on the debt securities, except for various obligations described below, if it, in addition to other actions, puts in place the following arrangements for you to be repaid:

However, even if a Stellantis debt issuer takes these actions, a number of its obligations relating to the debt securities will remain. These include the following obligations:

Covenant Defeasance

A Stellantis debt issuer can be legally released from compliance with certain covenants if, in addition to other actions, we take all the steps described above under “—Defeasance and Discharge” except that the opinion of counsel does not have to refer to a change in United States federal income tax laws or a ruling from the United States Internal Revenue Service. If a Stellantis debt issuer accomplishes covenant defeasance, you can still look to it for repayment of the debt securities if there is a shortfall in the trust deposit.

Default and Related Matters

Ranking

The debt securities are not secured by any of our property or assets. Accordingly, your ownership of debt securities means you are one of the unsecured creditors of the applicable Stellantis debt issuer. The debt securities may or may not be subordinated to any of our other debt obligations as indicated in the applicable prospectus supplement. If they are not subordinated, the debt securities will rank with all other unsecured and unsubordinated indebtedness of the applicable Stellantis debt issuer.

Events of Default

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

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What Is an Event of Default? The term event of default means any of the following:

Remedies If an Event of Default Occurs. If an event of default (other than of a type specified in clause (7) above) occurs and is continuing under the applicable indenture with respect to the debt securities of any series, the trustee or the holders of not less than 25 percent in aggregate principal amount of the outstanding debt securities of the affected series may declare the entire principal amount of all the debt securities of that series, and the interest accrued thereon, to be due and immediately payable, by a notice in writing to the applicable Stellantis debt issuer (and to the trustee if given by the holders); provided, however, that if an event of default of a type specified in clause (7) above occurs with respect to any series of outstanding debt securities, the principal amount of that series shall automatically, and without any declaration or other action on the part of the trustee or any holder, become immediately due and payable.

The holders of a majority in aggregate principal amount of the outstanding debt securities of an affected series, by written notice to the trustee as provided in the applicable indenture, may, on behalf of the holders of all the outstanding debt securities of such series, waive any existing default with respect to such series and its consequences under the applicable indenture (except a continuing default in the payment of interest on, premium, if any, or the principal of any outstanding debt security held by a non-consenting holder) and rescind any acceleration with respect to such series and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). In the event of any event of default specified in clause (6) above, such event of default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the applicable series of outstanding debt securities) shall be annulled, waived and rescinded, automatically and without any action by the trustee or the holders, if within 30 days after such event of default arose: (1) the indebtedness that is the basis for such event of default has been discharged; (2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such event of default; or (3) the default that is the basis for such event of default has been cured.

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Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the applicable indenture at the request of any holders unless the holders offer the trustee reasonable protection from costs, expenses and liability. This protection is called an indemnity. If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting any proceeding seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the applicable indenture. The trustee may decline to follow any such direction if the trustee in good faith determines that the proceeding so directed would involve the trustee in personal liability.

Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

The applicable Stellantis debt issuer will furnish to the trustee every year a written statement of certain of its officers and directors certifying that, to their knowledge, the applicable Stellantis debt issuer is in compliance with the indenture and the debt securities, or else specifying any default.

Definitions:

“Material Subsidiary” means (A) Stellantis Europe S.p.A. (and any other person Controlled by Stellantis N.V. which Stellantis Europe S.p.A. is consolidated or merged with or into or to whom all or substantially all of the assets of such entity is sold, assigned, transferred, leased or otherwise disposed of); (B) FCA US LLC (and any other person Controlled by Stellantis N.V. which FCA US LLC is consolidated or merged with or into or to whom all or substantially all of the assets of such entity is sold, assigned, transferred, leased or otherwise disposed of); (C) any Member of the Group the total assets or revenues of which on a stand-alone basis (excluding intra-Group items and as determined from the entity’s most recent financial statements on the basis of which the guarantor’s most recent audited consolidated financial statements were prepared) constitutes 10% or more of the consolidated total assets or revenues of the Group (as determined from Stellantis N.V.’s most recent audited consolidated financial statements); (D) any Treasury Subsidiary or (E) any entity under Stellantis N.V.’s direct or indirect Control that directly or indirectly Controls a subsidiary that meets the requirements of the preceding clauses (A), (B), (C) or (D), provided that if any such entity Controls such a subsidiary only pursuant to the aggregate ownership test specified in the proviso to clause (1) of the definition of “Control,” “Controls” or “Controlled” below, then, and only then, the applicable Stellantis debt issuer and guarantor shall have the right to designate which such entities shall be deemed to so Control such a subsidiary provided that, in each case, such designated entities Control in the aggregate more than 50% of the relevant subsidiary’s voting stock. For purposes of this definition of “Material Subsidiary,” (i) the term “Control,” “Controls” or “Controlled” means (1) the direct or indirect ownership (beneficial or otherwise) of more than 50% of the voting stock of a person measured by voting power rather than number of shares, provided that to the extent that no single entity directly owns more than 50% of the voting stock of a person, entities with aggregate direct or indirect ownership of more than 50% of the voting stock of a person will be deemed to Control such person or (2) the power to appoint or remove all or the majority of the directors or other equivalent officers of a person and (ii) no Financial Services Subsidiary shall be considered or deemed to be a Material Subsidiary. Notwithstanding the foregoing, a subsidiary shall be considered or deemed to be a Material Subsidiary only to the extent that such subsidiary is located or domiciled in an OECD Country (or, to the extent that the OECD or a successor organization no longer exists, the countries that were members of the relevant organization on the date such organization ceased to exist).

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“OECD Country” means a country that is a member of the Organization for Economic Co-operation and Development (“OECD”) or any successor organization at the time of the occurrence of a payment default or acceleration specified in “—Events of Default” above (or, to the extent that the OECD or a successor organization no longer exists, at the time the relevant organization ceased to exist).

“Treasury Subsidiary” means (A) Fiat Chrysler Finance Europe société en nom collectif, (B) Stellantis Finance, and (C) any other subsidiary of Stellantis N.V. the primary purpose of which is borrowing funds, issuing securities or incurring Indebtedness from third parties. For the avoidance of doubt, “Treasury Subsidiary” does not, and shall not be deemed to, include any Financial Services Subsidiary.

Additional Mechanics

Exchange and Transfer

You may have your debt securities broken into more debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed. This is called an exchange.

You may exchange or transfer registered debt securities at the office of the trustee. The trustee acts as our agent for registering debt securities in the names of holders and transferring registered debt securities. We may change this appointment to another entity or perform the service ourselves. The entity performing the role of maintaining the list of registered holders is called the security registrar. It will also register transfers of the registered debt securities.

You will not be required to pay a service charge for registering a transfer or exchange of debt securities, but you may be required to pay for any tax or other governmental charge associated with the registration of the exchange or transfer. The transfer or exchange of a registered debt security will only be made if the security registrar is satisfied with your proof of ownership.

If we have designated additional transfer agents, they are named in the prospectus supplement. We may cancel the designation of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.

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If the debt securities are redeemable and we redeem less than all of the debt securities of a particular series, we may block the transfer or exchange of debt securities during a specified period of time in order to freeze the list of holders to prepare the mailing. The period begins 15 days before the day we mail the notice of redemption and ends on the day of that mailing. We may also refuse to register transfers or exchanges of debt securities selected for redemption. However, we will continue to permit transfers and exchanges of the unredeemed portion of any security being partially redeemed.

Payment and Paying Agents

We will pay interest to you if you are a direct holder listed in the trustee’s records at the close of business on a particular day in advance of each due date for interest, even if you no longer own the security on the interest due date. That particular day, usually about two weeks in advance of the interest due date, is called the regular record date and is stated in the applicable prospectus supplement.

Holders buying and selling debt securities must work out between them how to compensate for the fact that we will pay all the interest for an interest period to the one who is the registered holder on the regular record date. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller.

We will pay interest, principal and any other money due on the registered debt securities at the corporate trust office of the trustee in New York City. You must make arrangements to have your payments picked up at or wired from that office. We may also choose to pay interest by mailing checks. Interest on global securities will be paid to the holder thereof by wire transfer of same day funds.

We may also arrange for additional payment offices, and may cancel or change these offices, including our use of the trustee’s corporate trust office. These offices are called paying agents. We may also choose to act as our own paying agent. We must notify the trustee of changes in the paying agent for any particular series of debt securities.

Notices

We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee’s records.

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to the applicable Stellantis debt issuer or guarantor, as the case may be. After that two-year period, you may look only to the applicable Stellantis debt issuer or guarantor for payment and not to the trustee, any other paying agent or anyone else.

Regarding the Trustee

The Bank of New York Mellon will act as the trustee under the indentures. Stellantis and some of its subsidiaries maintain ordinary banking relations with the trustee under the indentures and affiliates of the trustee in the ordinary course of business.

If an event of default occurs, or an event occurs that would be an event of default if the requirements for giving default notice or the default having to exist for a specific period of time were disregarded, the trustee may, in the circumstances set out in Section 310 of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), thereafter be considered to have a conflicting interest with respect to the debt securities or the applicable indenture for purposes of the Trust Indenture Act. In that case, the trustee may be required to resign as trustee under the applicable indenture and we would be required to appoint a successor trustee.

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DESCRIPTION OF COMMON SHARES

A description of our common shares can be found under the headings “Articles of Association and Information on Stellantis Shares” in the 2025 Annual Report and in Exhibit 2.1 to the 2025 Annual Report, which descriptions are incorporated by reference herein.

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CLEARANCE AND SETTLEMENT

Securities we issue may be held through one or more international and domestic clearing systems. The principal clearing systems we will use are the book-entry systems operated by The Depository Trust Company (“DTC”) in the United States, Clearstream Banking, société anonyme, in Luxembourg (“Clearstream”) and Euroclear Bank S.A./N.V. in Brussels, Belgium (“Euroclear”). These systems have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others, either directly or through custodians and depositaries. These links allow securities to be issued, held and transferred among the clearing systems without the physical transfer of certificates.

The policies of DTC, Clearstream and Euroclear will govern payments, transfers, exchange and other matters relating to the investor’s interest in securities held by them. This is also true for any other clearance system that may be named in a prospectus supplement.

We have no responsibility for any aspect of the actions of DTC, Clearstream or Euroclear or any of their direct or indirect participants. We have no responsibility for any aspect of the records kept by DTC, Clearstream or Euroclear or any of their direct or indirect participants. We also do not supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus supplement.

DTC, Clearstream and Euroclear and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform these procedures and may modify them or discontinue them at any time.

The description of the clearing systems in this section reflects our understanding of the rules and procedures of DTC, Clearstream and Euroclear as they are currently in effect. Those systems could change their rules and procedures at any time.

Considerations Relating to DTC

DTC has informed us as follows:

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that DTC’s participants (“direct participants”) deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC.

Purchases of securities within the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest of each actual purchaser of each security is in turn to be recorded on the direct and indirect participants’ records, including Euroclear and Clearstream. Beneficial owners will not receive written confirmation from DTC of their purchases. Beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the securities are to be accomplished by entries made on the books of direct or indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the securities, except in the limited circumstances described above under “Description of Debt Securities and Guarantees—Form of Debt Securities”.

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To facilitate subsequent transfers, all securities deposited by direct participants with DTC will be registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other nominee will not effect any change in beneficial ownership of the securities. DTC has no knowledge of the actual beneficial owners of the securities; DTC’s records reflect only the identity of the direct participants to whose accounts such securities are credited, which may or may not be the beneficial owners. The direct and indirect participants are responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to its direct participants, by its direct participants to indirect participants, and by its direct and indirect participants to beneficial owners of the securities will be governed by arrangements among them respectively, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices will be sent to DTC. If less than all of the securities within an issue are being redeemed, DTC will determine by lot the amount of the interest of each direct participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will itself consent or vote with respect to the securities unless authorized by a direct participant in accordance with DTC’s MMI procedures. Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting rights to those direct participants to whose accounts such securities are credited on the record date (identified in a listing attached to the omnibus proxy).

Redemption proceeds and distribution payments on the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us or our agent, on the relevant payment date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name”, and will be the responsibility of such participants and not of DTC, the relevant agent or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and distributions to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of us or our agent, disbursements of such payments to direct participants are the responsibility of DTC, and disbursements of such payments to the beneficial owners are the responsibility of direct and indirect participants.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be accurate, but we assume no responsibility for the accuracy thereof.

Considerations Relating to Euroclear and Clearstream

Euroclear and Clearstream are securities clearance systems in Europe. Both systems clear and settle securities transactions between their participants through electronic, book-entry delivery of securities against payment.

Euroclear and Clearstream may be depositaries for a global security. In addition, if DTC is the depositary for a global security, Euroclear and Clearstream may hold interests in the global security as participants in DTC.

As long as any global security is held by Euroclear or Clearstream, as depositary, you may hold an interest in the global security only through an organization that participates, directly or indirectly, in Euroclear or Clearstream. If Euroclear or Clearstream is the depositary for a global security and there is no depositary in the United States, you will not be able to hold interests in that global security through any securities clearance system in the United States.

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Transactions between participants in Euroclear or Clearstream, on the one hand, and participants in DTC, on the other hand, when DTC is the depositary, would also be subject to DTC’s rules and procedures.

Special Timing Considerations

You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving the securities through Clearstream and Euroclear on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream and Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the securities, or to receive or make a payment or delivery of the securities, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream or Euroclear is used.

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TAXATION

United States Taxation of Debt Securities

This section describes the material United States federal income tax consequences of owning debt securities we may offer pursuant to this prospectus. It applies to you only if you acquire the offered debt securities in an offering or offerings contemplated by this prospectus and you hold the offered debt securities as capital assets for tax purposes. This section is the opinion of Sullivan & Cromwell, LLP, U.S. counsel to the Stellantis debt issuers. This section addresses only United States federal income taxation and does not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances, including foreign, state or local tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. This section does not apply to you if you are a member of a special class of holders subject to special rules, including:

This discussion deals only with debt securities that are due to mature 30 years or less from the date on which they are issued. The United States federal income tax consequences of owning debt securities that are due to mature more than 30 years from their date of issue will be discussed in the applicable prospectus supplement.

This section is based on the Code, its legislative history, existing and proposed regulations under the Code, published rulings and court decisions, as well as the relevant provisions of the present double taxation treaty between The Netherlands and the United States (the “Treaty”), all as currently in effect. These authorities are subject to change, possibly on a retroactive basis.

You are a United States holder if you are a beneficial owner of an offered security and you are for United States federal income tax purposes:

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You are a non-United States holder if you are the beneficial owner of an offered security and are, for United States federal income tax purposes:

If an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes owns the offered debt securities, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the offered securities should consult its tax advisor with regard to the United States federal income tax treatment of an investment in the offered securities.

Information with Respect to Foreign Financial Assets

If you own “specified foreign financial assets” with an aggregate value in excess of $50,000 (and in some circumstances, a higher threshold), you may be required to file an information report with respect to such assets with your tax returns. “Specified foreign financial assets” may include financial accounts maintained by non-U.S. financial institutions, as well as the following, but only if they are held for investment and not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-United States persons, (ii) financial instruments and contracts held for investment that have non-United States issuers or counterparties and (iii) interests in foreign entities. You are urged to consult your tax advisors regarding the application of this filing requirement to your ownership of the debt securities.