EX-10.1

Exhibit 10.1

Stellantis N.V.

Shares To Win 2026

(United States, including Puerto Rico)

Stellantis N.V.

Shares To Win 2026

(United States, including Puerto Rico)

STELLANTIS

SHARES TO WIN 2026

UNITED STATES

(including Puerto Rico)

PART I OF THE PLAN

INFORMATION BROCHURE

Take part in the Stellantis employee share purchase plan

Subscribe online from October 19 to November 6, 2026 on

https://sharestowin.stellantis.com/2026

STELLANTIS

SHARES TO WIN 2026

UNITED STATES (Including Puerto Rico)

INFORMATION BROCHURE

MESSAGE FROM THE CHIEF HUMAN RESOURCES & SUSTAINABILITY OFFICER

Dear colleagues,

For the fourth consecutive year, I am pleased to announce the renewal of “Shares to Win”,

Stellantis’ employee share purchase program.

This year’s edition reflects our confidence in the new strategic plan and the opportunities ahead.

To reinforce this momentum, Stellantis will offer an additional matching contribution to employee

investments.

By allowing you to purchase Stellantis shares on preferential terms, “Shares to Win” provides

you with another way to be a part of the Company’s next chapter.

I hope you will give this new edition a warm welcome.

Xavier Chéreau,

Chief Human Resources & Sustainability Officer

Part I - 2

TAKE PART IN THE EMPLOYEE SHARE

PURCHASE PLAN OF STELLANTIS

What is an employee share purchase plan?

It’s a program enabling employees to make an equity investment in Stellantis.

Why is Stellantis offering this program?

Stellantis wants to involve employees of Stellantis Group (the “Group” – please see the relevant chart in

Annex 1 of the documents entitled “United States Terms and Conditions (including Puerto Rico)” and the

document entitled “Prospectus” listing the participating companies in the US (including Puerto Rico)) even

more closely in the Group’s future by offering you the opportunity to become a shareholder of the Group

on preferential terms.

By participating in Shares To Win 2026, you will subscribe to Stellantis N.V. shares of common stock.

KEY DATES OF THE PLAN

1As a result, you may receive a matching contribution that is slightly lower than $1,200.

Part I - 3

WHAT ARE THE BENEFITS OF THE PLAN?

A 20% discount on the purchase price of the shares in US dollars

The reference price is the average of the closing prices of Stellantis N.V. shares on the Milan stock

market between September 17, 2026 and October 14, 2026 and will be set on October 15, 2026.

The exchange rate between the euro and the US dollars will be set on October 14, 2026.

Without offering you a guarantee of your investment, this discount allows you to optimize your

potential gains or mitigate your possible losses depending on the evolution of the Stellantis N.V.

share price.

Matching contribution

This year, with the launch of FaSTLAne 2030, you benefit from a one-time enhanced matching

contribution from Stellantis, increased up to a maximum of $1,200.

As an example, this means that if you invest $800, you will receive $1,200 as a maximum matching

contribution in Stellantis N.V. shares.

The total number of Stellantis N.V. shares subscribed will consist of (i) the Stellantis N.V. shares you

purchase with your personal contribution (i.e., your personal contribution divided by the

subscription price, rounded down to a whole number of shares), plus (ii) an equal number of

matching shares up to $1,2001.

Please note that the maximum matching contribution of $1,200 is subject to reduction if total requests

exceed the available amount (see page 7).

The discount and the matching contribution will be subject to income taxes, Social Security, and

Medicare (FICA) taxes, with an obligation for your employer to withhold these taxes from your

salary. Participating in the program will trigger a taxable event, against the discount and matching

portion of the plan, that will occur in conjunction with the delivery of your shares to you. Please

refer to the Prospectus, which describes the tax regime applicable in the United States (including

Puerto Rico) in relation with your participation in Shares to Win 2026.

Part I - 4

A simulator is available at: https://sharestowin.stellantis.com/2026

The benefit of any dividends

The dividend is a portion of the company’s net profit distributed to shareholders.

You will benefit from any dividends distributed by Stellantis, which will be paid directly to you.

All dividend distributions are subject to prior approval of the shareholders at the Stellantis General

Meeting.

The amount of dividends per share paid in the past is no indication of the amount of dividends, if any, that

will be paid in the future.

Part I - 5

PLEASE NOTE BEFORE INVESTING

Your investment is not guaranteed

For all Stellantis N.V. shareholders, the value of your investment fluctuates with the Stellantis

N.V. share price, up and down, based on the stock market. Consequently, depending on the

share price, the value of your investment at the end of the lock-up period could be less than

your personal contribution. You are therefore exposed to a risk of capital loss.

Before subscribing, please read this brochure, the United States Terms and Conditions

(including Puerto Rico) and the Prospectus on the dedicated website https://sharestowin.

stellantis.com/2026.

Your investment is locked in for three years

Your investment is locked in for three years (i.e. until December 17, 2029 inclusive), meaning

that you cannot sell or otherwise transfer the shares you subscribe to except in the case of

authorized early release events.

For more information about authorized early release events, please read the United States

Terms and Conditions (including Puerto Rico) and the Prospectus.

Part I - 6

CONDITIONS OF SUBSCRIPTION

Who can participate?

All employees of participating Group companies(please see the list of participating

companies in Annex 1 to the United States Terms and Conditions (including Puerto Rico))

with three consecutive months of corporate service with seniority on the last day of the

subscription period, scheduled for November 6, 2026, who are not on an unpaid leave.

How to subscribe?

To subscribe, it just takes a few clicks:

1)  Log in to https://sharestowin.stellantis.com/2026.

2)  Click on the “Subscribe” button.

What are the means of payment?

Payment will be by payroll deduction. More information can be found in the United States Terms

and Conditions (including Puerto Rico) and the Prospectus on the subscription website https://

sharestowin.stellantis.com/2026.

How much to invest?

The minimum amount of your personal contribution must correspond to the subscription price

of one Stellantis share.

Maximum: Your personal contribution (without considering the Matching Contribution for these

purposes) cannot exceed 25% of your estimated gross annual remuneration (fixed and

variable) for the 2026 calendar year.  In addition, your total subscription contribution will be

limited to the total of the pay amount available to you after all normal and required taxes are

withheld for the payroll cycles that the Program can facilitate after the window closes (i.e. 1

cycle for Monthly Pay; 2 cycles for Bi-Weekly Pay; and 3 cycles for weekly-paid employees,

and 2 cycles for employees in Puerto Rico).

We invite you to use the simulator on https://sharestowin.stellantis.com/2026to check your

investment ceiling.

Part I - 7

WHAT HAPPENS IF THERE IS A HIGH DEMAND?

The total amount of shares reserved for employees, in all the countries where the Plan is being

offered, may not exceed 15 million Stellantis N.V. common shares (the “Share Limitation”).

The total amount of matching contributions paid by the Group to its employees (gross

matching contribution) and the discount may not exceed 50 million euros. (the “Matching

Contribution and Discount Limitation”).

•If the amount of the subscriptions received results in one or both Limitations (the Share

Limitation and/or the Matching Contribution and Discount Limitation) being exceeded,

the following reduction rule will be applied: the highest subscriptions will be reduced until

a level is reached that allows both Limitations to be respected.

What happens at the end of the lock-up period?

At the end of the lock-up period, your shares become available and you will then have the option

to either:

•keep your shares for as long as you like, at your current share account holder and

custodian (Global Shares); or

•transfer your shares to your personal brokerage account; or

•request the sale of your shares.

Part I - 8

Part II - 9

PART II OF THE PLAN

STELLANTIS EMPLOYEE SHAREHOLDING PLAN

SHARES TO WIN 2026

UNITED STATES TERMS AND CONDITIONS

(including Puerto Rico)

You have been invited to invest in shares of common stock (the “Shares”) of the Dutch

company Stellantis N.V. (“Stellantis”) within the 2026 employee shareholding plan “Shares to

Win” (the “Plan”).  Participation in Shares to Win is limited to certain employees of the

companies participating in the Plan. Annex I lists the companies participating in Shares to Win

2026.

This document as Part, II of the Plan, together with the Part I of the Plan (the “Information

Brochure”) and the Form of Representations & Obligations(Part III of the Plan), contain the

Plan’s terms and conditions applicable in the United States, including Puerto Rico.  The

Information Brochure is available to you on the Stellantis website dedicated to Shares to Win

(https://sharestowin.stellantis.com/2026). Please also refer to Prospectus. The Prospectus

document describes certain additional provisions and disclosures and expands on the material

tax consequences that apply to Plan participants (including Puerto Rico participants). The

Prospectus must be read together with these Terms and Conditions. Any reference in this

document to United States includes Puerto Rico unless otherwise noted.

The collection of subscriptions is managed by Natixis Interépargne.

Please note that the contents of this document are provided for information purposes only.

Neither Stellantis nor your employer is providing you with, and will not provide you with, any

personal, financial, or tax advice in relation to the Plan, or guarantees regarding the future price

of the Shares.

The Plan described in this document and in the other communication materials relating to it, is

presented to you because you are an employee of one of the participating companies.

Participation in this Plan is not mandatory and your decision to participate or not will have no

impact on your employment.  The decision whether to participate is yours to make, having

regard to your own particular circumstances and any independent advice you may seek.

Eligibility

The Plan is open to all current full-time employees of the companies participating in the Plan in

the United States who:

i.have accrued at least three (3) consecutive months of corporate service with seniority as

of the last day of the subscription period (i.e., on November 6, 2026), meaning that you

Part II - 10

must be employed by one of the companies participating in the Plan on the last day of

the subscription period, and

ii.are not on an unpaid leave of absence.

Subscription Period

The subscription period starts on October 19, 2026, and lasts until November 6, 2026

(inclusive).

During the subscription period, you will be able to submit your orders to subscribe for the Shares

through the website dedicated to Shares to Win (https://sharestowin.stellantis.com/2026).

Subscription Price

The subscription price (the “Subscription Price”) will be in U.S. dollars and will be equal to the

Reference Price (defined below) minus a 20% discount (the “Discount”).  The Subscription

Price will be communicated to you on October 19, 2026 on the website dedicated to Shares to

Win.

The reference price will be set by Stellantis on October 15, 2026, as the average closing price of

the Shares on the Euronext Milan (also known as the Borsa Italiana) over the twenty (20)

preceding trading days (from September 17, 2026 to October 14, 2026) (the “Reference

Price”).

Method of Payment – What is the payment method available for my subscription?

■For Employees in the U.S. Other Than Employees in Puerto Rico: Payment for the

subscription of the Shares shall be made by payroll deduction from regular paychecks as

follows: (dates subject to change):

•For monthly-paid employees, the Subscription Price will be deducted from your wages in

one installment for the payroll periods paid on November 30, 2026;

•For biweekly-paid employees, the Subscription Price will be deducted from your wages

in two installments for the payroll periods paid on November 20, 2026 and December 4,

2026; and

•For weekly-paid employees, the Subscription Price will be deducted from your wages in

three installments for the payroll periods paid on November 20, 2026, November 27,

2026 and December 4, 2026.

Please note:  To the extent possible, payments will be distributed in substantially equal

installments across the applicable payroll periods.

■For Employees in Puerto Rico:Payment for the subscription of the Shares shall be made

by payroll deduction: the Subscription Price will be deducted from your wages in two

installments for the payroll periods paid on November 13, 2026 and November 27, 2026.

You will receive an email from Natixis Interépargne within two weeks of the end of the

subscription period (the last day of which is November 6, 2026), informing you of the final

amount of your subscription.

Part II - 11

You are responsible for (i) the payment of your subscription price, and (ii) the payment of any

income taxes and FICA taxes (Social Security and/or Medicare taxes) due as a consequence of

your subscription.

Payroll deductions for the Subscription Price will be taken from the pay specified above.  Any

Subscription Price deduction from a paycheck will be taken after all normal and regular taxes

are withheld.  In determining the amount of your personal contribution, you should take into

consideration other required and elective deductions from your pay.  To the extent possible,

payments will be distributed in substantially equal installments across the applicable payroll

periods.Please note that in some cases, your personal contribution amount could result in a

zero net paycheck and/or reduction in your other deductions.  If the entire subscription amount

elected is not available from your pay during the allotted pay periods, your subscription may be

cancelled in its entirety.

In the event of default on payment, your subscription will be automatically cancelled.

In addition, the Company must make the necessary adjustment to the income taxes and social

security contributions, which must be withheld from your salary and other employment income.

As noted above, and as further described in the Prospectus, you will be ultimately responsible

for the taxes on your subscription related to the Discount and Matching Contribution.  For

employees in the U.S. other than employees in Puerto Rico, the Discount and Matching

Contributions will be processed as a taxable compensation benefit to you and will appear in the

Miscellaneous section of your pay statement for the pay period with the following pay date:

•For monthly-paid employees, December 31, 2026

•For biweekly-paid employees, December 31, 2026

•For weekly-paid employees, December 24, 2026

Depending upon the size of your personal and matching contributions, the additional income

and social security taxes taken could result in a zero net paycheck and/or reduction in your

other deductions for one or more pay periods after the purchase depending on the required

withholdings.  The Company reserves the right to withhold any applicable income tax and social

security insurance contributions by any withholding method.

Matching Contribution

If you decide to participate to the Plan, you will receive a financial contribution from the Stellantis

Group (the “Matching Contribution”) of 300% of your personal contribution up to 200 U.S.

dollars, and 100% of your personal contribution exceeding 200 U.S. dollars up to 800 U.S.

dollars, for a maximum total amount of 1,200 U.S. dollars.

This Matching Contribution will be used to purchase additional Shares for your Shares account.

The total number of Shares that you will receive from your personal contribution and Matching

Contribution will consist of (i) the Shares you purchase with your personal contribution (i.e., your

personal contribution divided by the Subscription Price, rounded down to a whole number of

Shares), (ii) the number of Matching Shares that can be purchased with an amount equal to

300% of your personal contribution of up to 200 U.S. dollars (i.e., such amount divided by the

Subscription Price, rounded down to a whole number of Shares), plus (iii) the number of

Matching Shares that can be purchased with an amount equal to your personal contribution that

exceeds 200 U.S. dollars (i.e., such amount divided by the Subscription Price, rounded down to

2As a result of rounding, you may receive a Matching Contribution of Shares that is slightly less than $1,200.

Part II - 12

a whole number of Shares), with the total amount of Matching Contribution not exceeding

$1,200.2

Minimum and Maximum Subscription

The minimum amount of your personal contribution is the Subscription Price for one Share.

As for the maximum subscription permitted by the Plan, your personal contribution (without

considering the Matching Contribution for these purposes) should correspond to 25% of your

estimated gross annual remuneration (fixed and variable) for the 2026 calendar year.

Also, it must not exceed a maximum amount based on your individual pay frequency net pay

amount, and number of regular payroll cycles, as described in the Information Brochure.  You

will be responsible for the calculation.  A calculator can be found on the website dedicated to

Shares to Win (https://sharestowin.stellantis.com/2026).  If you exceed this threshold, your

employer will be authorized to reduce the amount of your subscription to the extent necessary to

allow you to comply with the maximum subscription limit.  If required under local law, you agree

to authorize your employer to reduce the amount of the maximum subscription to comply with

the maximum subscription limit.

Oversubscription and Allocation

If the subscription requests exceed the maximum number of Shares reserved for employees

who wish to participate in the offering, subscription requests will be reduced according to the

terms and conditions described in the Information Brochure.

Settlement-delivery

The date of settlement-delivery of the Shares is December 17, 2026.

Custody of your Shares, voting rights, dividends

Your Shares will be listed on the New York Stock Exchange (NYSE), on Euronext Paris, and on

Euronext Milan (Borsa Italiana) and will be held in your name in a securities account opened

with the account holder and custodian “Global Shares”.

You will be entitled to directly exercise the voting rights attached to your Shares and any

dividends paid by Stellantis will be directly paid to you net of Dutch and other legally required

withholding taxes.

Lock-up period and early exit cases

Under the Plan, your investment must be held for a period of three years, ending on December

17, 2029 (the “Lock-Up Period”).  During the Lock-Up Period, your Shares may not be sold,

encumbered, transferred, pledged, assigned, or otherwise alienated or hypothecated.

Nevertheless, you can request early sale and exit from the Plan (an “Early Exit”) before the end

of the Lock-Up Period for the following reasons:

1.your disability;

Part II - 13

2.your death; or

3.termination of your employment relationship with the Stellantis Group for any reason.

For purposes of an Early Exit, you would be considered disabled if (i) you are determined to be

disabled for Social Security purposes, or (ii) you are determined to be permanently and totally

disabled under a qualified retirement plan of a participating company in which you are a

participant.

Whether you have incurred a disability entitling you to an Early Exit from the Plan will be

determined by your employer.  You should not conclude that you have incurred a disability that

qualifies for an Early Exit unless (i) you have provided your employer with information and

supporting documentation regarding the disability, and (ii) your employer has confirmed that the

disability qualifies for an Early Exit.  The supporting documentation could consist of a written

determination of disability by the Social Security Administration, a written determination of

disability by the administrator of a retirement plan in which you were a participant, or other

documentation acceptable to your employer.

Labor Law Disclaimer

Please note that this Plan is implemented by Stellantis N.V., not by your local Stellantis

employer.

The decision whether to include a class of employees in this or any future plan is made by

Stellantis in its sole discretion.

Participation in the Plan does not alter the terms and conditions of your employment.

Participation in the Plan does not comprise a contract of employment or a guarantee of

employment for any period of time.  If you have an employment agreement, the Plan does not

form part of your employment agreement and does not amend or supplement such agreement.

Unless required by applicable law or the terms of a U.S. benefit plan in which you are a

participant, benefits or payments that you may receive or be eligible for under the Plan will not

be taken into consideration in determining the amount of any future benefits, payments or other

entitlements that may be due to you (including in cases of termination of employment).

For Residents of Puerto Rico:

The disclosures below apply solely to non-exempt employees pursuant to Puerto Rico Act

249-2000, which amended Puerto Rico Act 17 of April 17, 1931. For purposes of clarification,

these disclosures do not apply to exempt employees under the foregoing laws.

YOU ARE NOT REQUIRED TO PURCHASE ANY STOCK ISSUED BY STELLANTIS. YOUR

DECISION IS TOTALLY VOLUNTARY AND IF YOU DECIDE NOT TO PURCHASE STOCK,

YOUR EMPLOYER MAY NOT TAKE ANY KIND OF ACTION AGAINST YOU. IF YOU

BELIEVE YOU HAVE BEEN COERCED IN YOUR DECISION TO PURCHASE ANY ISSUED

STOCK OR IF YOU BELIEVE THAT YOUR EMPLOYER HAS TAKEN ANY ACTION WHICH

HAS ADVERSELY AFFECTED YOU, YOU MAY FILE A COMPLAINT WITH THE LEGAL

DIVISION OF THE PUERTO RICO DEPARTMENT OF LABOR AND HUMAN RESOURCES

AND IF FOUND TO HAVE BREACHED THIS AGREEMENT, YOUR EMPLOYER WILL AGREE

TO REIMBURSE TO YOU ANY AMOUNT WITHHELD FROM YOUR SALARY, PLUS AN

AMOUNT EQUAL TO FIVE (5) TIMES THE AMOUNT WITHHELD.

Part II - 14

USTED NO ESTÁ OBLIGADO A COMPRAR NINGUNA ACCIÓN EMITIDA POR STELLANTIS.

SU DECISIÓN ES TOTALMENTE VOLUNTARIA Y DE DECIDIR NO HACERLO SU PATRONO

NO PUEDE TOMAR NINGUNA ACCIÓN ADVERSA EN SU CONTRA. SI USTED CREE QUE

ESTA SIENDO COACCIONADO EN SU DECISIÓN DE COMPRAR ALGUNA ACCIÓN

EMITIDA O SI USTED CREE QUE SU PATRONO HA TOMADO CUALQUIER ACCIÓN

ADVERSA EN SU CONTRA, USTED PUEDE SOMETER UNA QUERELLA EN LA DIVISIÓN

LEGAL DEL DEPARTAMENTO DEL TRABAJO Y RECURSOS HUMANOS DE PUERTO RICO

Y, DE SER ENCONTRADA INCURSO EN LA VIOLACIÓN DE ESTE ACUERDO, SU

PATRONO ACCEDERÁ A REEMBOLSARLE LA CANTIDAD QUE FUE DESCONTADA DE SU

SALARIO, MÁS UNA SUMA IGUAL A CINCO (5) VECES LA CANTIDAD DEDUCIDA.

Administration

All determinations made by Stellantis or your employer concerning the administration of Shares

to Win (for example, concerning the applicable exchange rate, calculation of the maximum

amount you are permitted to invest, calculation of the Matching Contribution to which you are

entitled, or the number of Shares allocated to you, and application of the lock-up period) will be

final and binding.  Stellantis reserves the right to amend any of the terms set forth in the

Information Brochure, this document, or to terminate the Plan, at any time, except that no such

amendment or termination shall be made that would adversely affect your rights in any Shares

that you have already purchased.

Governing Law

The provisions of the Plan described herein apply to eligible employees in the United States,

including Puerto Rico.  Although the Plan is intended to be governed by Dutch law, the

administration of the Plan is also intended to comply with applicable Puerto Rico and U.S.

corporate and labor laws, U.S. and Puerto Rico securities laws, the United States Internal

Revenue Code of 1986, as amended and the Puerto Rico Internal Revenue Code of 2011, as

amended.

Part II - 15

Annex I

List of Participating Members

The following members of the Stellantis Group are participating in Shares to Win

2026:

•FCA US LLC

•FCA Transport LLC

•FCA International Services LLC

•FCA International Operations LLC

•FCA Purchasing LLC

•Mobilisights LLC

•Stellantis Financial Services US Corp

•FCA Caribbean LLC

Part III - 16

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Part III - 17

Part III - 18

Part III - 19