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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Polestar Automotive Holding UK PLC (Name of Issuer) |
Class A American Depositary Shares ("ADSs"), each ADS representing 30 Class A Ordinary Shares, par value $0.01 each (Title of Class of Securities) |
731105409 (CUSIP Number) |
02/05/2026
(Date of Event Which Requires Filing of this Statement)
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 731105409 |
| 1 | Names of Reporting Persons
Sumitomo Mitsui Banking Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,341,261.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
BK, FI |
Comment for Type of Reporting Person: Note to Rows 6 and 8: Each Class A ADS represents thirty (30) Class A Ordinary Shares, par value $0.01 each. Sumitomo Mitsui Banking Corporation ("SMBC") is the beneficial owner of 10,341,261 Class A ADSs, representing 310,237,830 Class A Ordinary Shares, of the Issuer. SMBC is a direct, wholly-owned subsidiary of Sumitomo Mitsui Financial Group, Inc. ("SMFG"). Accordingly, as the parent company of SMBC, SMFG may be deemed to share voting and dispositive power over the Class A ADSs of the Issuer of which SMBC is the beneficial owner.
Note to Row 11: Based on (i) 4,315,957,440 Class A Shares in the form of 143,865,248 Class A ADSs and (ii) 29,892,570 Class B Shares in the form of 996,419 Class B ADSs outstanding on April 17, 2026, as disclosed by the Issuer in Item 7 of its Annual Report on Form 20-F for the year ended December 31, 2025. Each Class B Share is convertible into one Class A Share at any time at the option of the holder of such Class B Share. Assumes the conversion of the Class B Shares referred to above into Class A Shares.
SCHEDULE 13G
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| CUSIP Number(s): | 731105409 |
| 1 | Names of Reporting Persons
Sumitomo Mitsui Financial Group, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,341,261.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, FI |
Comment for Type of Reporting Person: Note to Rows 6 and 8: Each Class A ADS represents thirty (30) Class A Ordinary Shares, par value $0.01 each. SMBC is the beneficial owner of 10,341,261 Class A ADSs, representing 310,237,830 Class A Ordinary Shares, of the Issuer. SMBC is a direct, wholly-owned subsidiary of SMFG. Accordingly, as the parent company of SMBC, SMFG may be deemed to share voting and dispositive power over the Class A ADSs of the Issuer of which SMBC is the beneficial owner.
Note to Row 11: Based on (i) 4,315,957,440 Class A Shares in the form of 143,865,248 Class A ADSs and (ii) 29,892,570 Class B Shares in the form of 996,419 Class B ADSs outstanding on April 17, 2026, as disclosed by the Issuer in Item 7 of its Annual Report on Form 20-F for the year ended December 31, 2025. Each Class B Share is convertible into one Class A Share at any time at the option of the holder of such Class B Share. Assumes the conversion of the Class B Shares referred to above into Class A Shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Polestar Automotive Holding UK PLC | |
| (b) | Address of issuer's principal executive offices:
Assar Gabrielssons Vag 9 Gothenburg, Sweden, 405 31 | |
| Item 2. | ||
| (a) | Name of person filing:
Sumitomo Mitsui Banking Corporation ("SMBC")
Sumitomo Mitsui Financial Group, Inc. ("SMFG") | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of SMBC and SMFG is 1-2, Marunouchi 1-Chome, Chiyoda-Ku, Tokyo 100-0005 | |
| (c) | Citizenship:
The place of organization of SMBC and SMFG is Japan | |
| (d) | Title of class of securities:
Class A American Depositary Shares ("ADSs"), each ADS representing 30 Class A Ordinary Shares, par value $0.01 each | |
| (e) | CUSIP Number(s):
731105409 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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Bank | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
10,341,261 | |
| (b) | Percent of class:
7.1 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
10,341,261 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
10,341,261 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
SMBC is a direct, wholly-owned subsidiary of SMFG and is the beneficial owner of the Class A ADSs of the Issuer reported herein. Accordingly, SMFG may be deemed to share voting and dispositive power over the Class A ADSs of the Issuer of which SMBC is the beneficial owner. SMBC is classified under Item 3 as a non-U.S. institution (bank). | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to a bank is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution. I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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