v3.26.1
Share-based payment
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangements [Abstract]  
Share-based payment
Note 9 - Share-based payment
Polestar offers several equity-settled share-based arrangements to the EMT, other key management personnel and employees as part of the Group's employee compensation. Under the Omnibus Incentive Plan, the Group granted equity settled share-based payments to the EMT, and other key management members in the At-Listing Plan and Long Term Incentive Plan and to other key management members in the One-time Retention Bonus Plan. The Group also granted equity settled share-based payments to eligible members under the Employee Stock Purchase Plan and Share Based Retention Program.
As of December 31, 2025, the outstanding plans are as follows:
PlanInstrument typeParticipants
At-Listing PlanRestricted Share Units ("RSUs")All executives and other key management members
Long Term Incentive Plan Performance Share Units ("PSUs") and RSUsEMT and other key management members
One-time Retention Bonus PlanRSUsEligible employees
Employee Stock Purchase PlanRestricted Stock Award ("RSAs")Eligible employees
Share Based Retention ProgramRSUsEligible employees
At-Listing Plan
The RSUs under this plan were granted on September 9, 2022 with the vesting commencement date of June 24, 2022. Out of the granted RSUs, 33% of the RSUs vested on October 3, 2022, 33% vested on June 24, 2023, and the final 34% of RSUs vested on June 24, 2024. In order for the RSUs to vest, the employee must remain employed with Polestar at the vesting date. The fair value of the RSUs granted under this plan is determined by reference to the Group's closing share price of $6.72 on the grant date.
Long Term Incentive Plan
The Long Term Incentive Plan was also formerly known as Post-Listing Plan. Under this plan, the EMT, are eligible to receive PSUs and other key management members are eligible to receive RSUs and PSUs. The following table outlines the key terms of PSUs and RSUs granted under the plan:
Plan yearGrant dateVesting periodVesting commencementFinal vesting date
2022September 09, 2022
3-year cliff
June 24, 2022June 24, 2025
2023April 03, 2023
3-year cliff
January 01, 2023April 03, 2026
2024April 05, 2024
3-year cliff
January 01, 2024June 01, 2027
2025January 20, 2025
3-year cliff
January 01, 2025January 20, 2028
The fair value of the RSUs granted under these plans are determined by reference to the Group's closing share price on the grant date or the closing share price on the business day immediately preceding the grant date as shown in the following table:
2022202320242025
Valuation modelMarket price at grant dateMarket price on business day immediately preceding grant dateMarket price on business day immediately preceding grant dateMarket price on business day immediately preceding grant date
Fair value per instrument $6.72$3.79$1.53$1.09
In order for the participants to receive PSUs, the Group must achieve the pre-established performance targets, based on market and non-market performance conditions, including targets related to financial performance, value creation and ESG, and the employee must remain employed with Polestar at the vesting date.
The fair value of the PSUs granted are determined by calculating the weighted-average fair value of units linked to market-based and non-market based vesting conditions.
The units linked to non-market-based vesting conditions were fair valued by reference to the Group's closing share price on the grant date or the closing share price on the business day immediately preceding the grant date as shown in the following table:
2022202320242025
Valuation modelMarket price at grant dateMarket price on business day immediately preceding grant dateMarket price on business day immediately preceding grant dateMarket price on business day immediately preceding grant date
Fair value per instrument$6.72$3.79$1.53$1.09
The units linked to market-based vesting conditions were measured using a Monte Carlo simulation. The key assumptions and inputs considered for the valuation have been mentioned in the below table:
Assumptions2022202320242025
Beginning of performance periodJanuary 1, 2022January 1, 2023January 1, 2024January 1, 2025
End of performance periodDecember 31, 2024December 31, 2025December 31, 2026December 31, 2027
Expected term2.3 years2.7 years2.7 years2.9 years
Risk free rate3.5%3.8%4.5%4.3%
Dividend yield—%—%—%—%
Company's volatility70.0%75.0%75.0%84.0%
No of simulation iterations100,000100,000100,00050,000
Weighted average fair value per PSU$7.02$3.68$1.57$1.19
One-time Retention Bonus Plan
On March 6, 2024, Polestar introduced a one-time share-based retention program, pursuant to which all eligible employees have the right to receive a number of RSUs corresponding to their bonus entitlement and the fulfillment of the KPIs for the 2023 respective program. Under this program, Polestar granted RSUs on June 3, 2024, with an 11-month vesting period ended on May 3, 2025.The fair value of the RSUs granted under this plan is determined by reference to the Group's closing share price of $0.81 on the grant date.
Employee Stock Purchase Plan
Under this recurring annual plan, all permanent employees who meet the eligibility criteria, excluding executive directors, are eligible to receive RSAs. The employee stock purchase plan is an equity-settled share-matching program. Each annual plan spans 24 months, with employees contributing through 12 monthly net salary deductions to purchase shares in the first year, followed by a 12-month holding period. Polestar matches each acquired share with one additional share in the form of an RSA. For the Share Matching Program 1, the RSAs begin vesting upon the purchase of shares, with full vesting completed at the end of the holding period on January 15, 2026. For the Share Matching Program 2, the RSAs begin vesting upon the purchase of shares, with full vesting completed at the end of the holding period on January 15, 2027. To receive the matching RSAs, employees must retain the acquired shares and remain employed until the vesting date. During 2025, the total number of RSAs granted during the year under Share Matching Program 1 was 20,327 with a weighted-average grant date fair value of $1.04 and the total number of RSAs granted under Share Matching Program 2 was 2,358 with a weighted-average grant date fair value of $0.64.
Share Based Retention Program
On April 1, 2025, Polestar introduced a recognition program for some employees who provided services to the Company during 2024. Under this program, Polestar granted RSUs on April 1, 2025 to certain employees. which RSUs will vest April 1, 2026, subject to the employee remaining employed with Polestar at the vesting date. The fair value of the RSUs granted under this plan is determined by reference to the Group's closing share price of $1.14 on the grant date.
Movement in outstanding share plans
The following table illustrates share activity adjusted for ADS Ratio Change (figures are presented in ones) for the years ended December 31, 2025 and 2024. Refer to Note 21 - Equity for further details on the ADS Ratio Change.
At-Listing PlanLong Term Incentive PlanOne-time Retention Bonus PlanEmployee Stock Purchase Plan
Share Based Retention Program
Total
RSUsRSUsPSUsRSUsRSAsRSUsAll shares
Outstanding as of
January 1, 2024
5,097 20,306 65,703 — — — 91,106 
Granted during the year— 45,162 111,776 333,481 29,228 — 519,647 
Forfeited during the year(289)(11,379)(52,842)(30,032)(306)— (94,848)
Vested during year(4,808)— — — — — (4,808)
Outstanding as of
December 31, 2024
— 54,089 124,637 303,449 28,922 — 511,097 
Granted during the year— 131,733 224,561 — 22,685 29,222 408,201 
Forfeited during the year— (18,228)(38,508)(9,136)(23,584)(1,588)(91,044)
Vested during year— (2,979)(13,366)(297,170)— — (313,515)
Outstanding as of
December 31, 2025
— 164,615 297,324 (2,857)28,023 27,634 514,739 
The following table illustrates total share-based compensation expense, all of which was equity settled, for the years ended December 31, 2025, 2024, and 2023:
For the year ended December 31,
202520242023
Selling, general and administrative expense7,4317,2575,131
Research and development expense1,7112,584262
Total9,1429,8415,393