蔚来 2026年年度报告和过渡报告

(Mark One) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of theperiod covered by the annual report: As of December 31, 2025, there were (i)2,334,669,995 Class A ordinary shares outstanding, par value US$0.00025 per share,and (ii)148,500,000 ClassC ordinary shares outstanding, par value US$0.00025 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.☒Yes☐No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d)of the Securities Exchange Act of 1934.☐Yes☒No Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was requiredto file such reports), and (2)has been subject to such filing requirements for the past 90days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for suchshorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards† provided pursuant to Section13(a)of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in thisfiling: ☐InternationalFinancial Reporting Standards as issued by theInternational Accounting Standards Board☐Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow.☐Item17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theExchange Act).☐Yes☒No (APPLICABLEONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PASTFIVEYEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No TABLE OF CONTENTS INTRODUCTION1FORWARD-LOOKING INFORMATION3PART I.4ITEM1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4ITEM2. OFFER STATISTICS AND EXPECTED TIMETABLE4ITEM3. KEY INFORMATION4ITEM4. INFORMATION ON THE COMPANY73ITEM4A. UNRESOLVED STAFF COMMENTS115ITEM5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS115ITEM6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES129ITEM7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS140ITEM8. FINANCIAL INFORMATION143ITEM9. THE OFFER AND LISTING144ITEM10. ADDITIONAL INFORMATION145ITEM11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK162ITEM12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES163PARTII.173ITEM13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES173ITEM14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS173ITEM15. CONTROLS AND PROCEDURES173ITEM16. [RESERVED]174ITEM16A. AUDIT COMMITTEE FINANCIAL EXPERT174ITEM16B. CODE OF ETHICS174ITEM16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES174ITEM16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES175ITEM16E. PURCHASES OF E