1 PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Securities 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, a retail investor means a person who is one (or more) of: (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 (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) 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 Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securi ties or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Securities 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 United Kingdom (" UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (" EUWA "); (ii ) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the " FSMA ") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the " UK PRIIPs Regulation ") for offering or selling the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawfu l under the UK PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Securities, taking into account the five categories in item 18 of the Guidelines published by the European Securities and Markets Aut hority ("ESMA ") on 5 February 2018, has led to the conclusion that: (i) the target market for the Securities is eligible counterparties and professional clients, each as define d in MiFID II; and (ii) all channels for distribution of the Securities are appropriate, including investment advice, portfolio management, non -advised sales and pure execution services, subject to the distributor's suitability and appropriateness obligati ons under MiFID II, as applicable. Any person subsequently offering, selling or recommending the Securities (a " distributor ") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsi ble for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels, subject to the distributor's suitability and a ppropriateness obligations under MiFID II, as applicable.
2
FINAL TERMS DATED AS OF 12 JUNE 2026
BNP Paribas Issuance B.V.
(incorporated in The Netherlands)
(as Issuer)
Legal entity identifier (LEI): 7245009UXRIGIRYOBR48
BNP Paribas
(incorporated in France)
(as Guarantor)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of USD 30,000,000 Notes relating to the Rothschild AM Actions GenAI TR USD Index (the “Tranche 4 Notes”) to be consolidated on or around 12 June 2026 with the USD 10,000,000 Notes relating to the Rothschild AM Actions GenAI TR USD Index issued on 12 March 2026 (the “Tranche 3 Notes”) , the USD 30,000,000 Notes relating to the Rothschild AM Actions GenAI TR USD Index issued on 25 November 2025 (the “Tranche 2 Notes”) , and the USD 50,000,000 Notes relating to the Rothschild AM Actions GenAI TR USD Index issued on 7 February 2025 (the “Tranche 1 Notes ”, and together with the Tranche 2 , 3 and Tranche 4 Notes, the "Notes")
ISIN Code: FR001400X706
under the Note, Warrant and Certificate Programme of BNP Paribas Issuance B.V., BNP Paribas and BNP Paribas Fortis Funding The Base Prospectus received approval no. 24 -183 on 30 May 2024
BNP Paribas Financial Markets S.N.C.
(as Manager)
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the " Conditions ") set forth in the Base Prospectus dated 27 May 2025, each Supplement to it published and approved on or before the date of these Final Terms and any other Supplement to it which may have been published and approved before the issue of any additional amou nt of Securities (the " Supplements ") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Ter ms and (ii) provides for any change to the Conditions of the Securities such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) which are incorporated by reference in the Base Prospectus dated 21 May 2026 . This document constitutes the Final Terms of the Securities described herein for the purposes of Regulation (EU) 2017/1129, as amended (the " Prospectus Regulation "), and must be read in conjunction with the Base Prospectus dated 21 May 2026 and any Supplement to it to obtain all the relevant information, which constitute a base prospectus for the purposes of the Prospectus Regulation (the " Base Prospectus "), including the Conditions incorporated by reference in the Base Prospectus. A summary of the Securities is annexed to these Final Terms. The Base Prospectus and any Supplement to the Base Prospectus are available for viewing at ats -globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx.
3 References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such s eries of Securities, save as where otherwise expressly provided.
1. Issuer: BNP Paribas Issuance B.V .
2. Guarantor BNP Paribas 3. Trade Date, Series Number and Tranche
Number:
(a) Trade Date: 11 June 2026 .
(b) Series Number: EI0001MDY T4 (c) Tranche Number: 4 The Tranche 4 Notes are to be consolidate d and form a single series on 12 June 2026 with the Tranche 1 Notes , Tranche 2 Notes , and the Tranche 3 Notes .
4. Issue Date, Interest Commencement Date and
Maturity Date:
(a) Issue Date: 12 June 2026 .
(b) Maturity Date: 7 February 20 35 (the " Scheduled Maturity Date ").
Business Day Convention for Maturity Date: Following .
5. Aggregate Nominal Amount and Issue Price:
(a) Aggregate Nominal Amount – Series: USD 120,000,000 (b) Aggregate Nominal Amount – Tranche: USD 30,000 ,000 (c) Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount of the applicable Tranche .
6. Type of Securities: (a) Notes (b) Redemption/Payment Basis:
Index Securities
(c) Interest Basis:
Non-interest bearing
(d) The provis ions of Annex 2 (Additional Terms and Conditions for Index Securities) shall apply.
Waiver of Set -Off: Not applicable .
Tax Gross -up: Condition 6.3 ( No Gross -up) not applicable .
4 7. Form of Securities: Dematerialised bearer form ( au porteur ).
Identification information of Holders as provided by Condition 1 in relation to French
Law Securities:
Not applicable .
8. Business Days/Payment Days:
(a) Additional Business Centre(s) (Condition 3.12) The applicable Additional Business Centre for the purposes of the definition of "Business Day" in Condition 3.12 is New York .
(b) Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a):
New York
9. Specified Denomination and Calculation Amount: Settlement: Settlement will be by way of cash payment (Cash Settled Securities).
10. Specified Denomination and Calculation
Amount:
(a) Specified Denomination(s): USD 1,000 (b) Calculation Amount: USD 1,000 11. Variation of Settlement: Applicable 12. Final and Early Redemption Amount:
(a) Final Redemption Amount: Final Payout .
(b) Final Payout:
SPS Payout: SPS Vanilla Products :
Vanilla Call Securities:
Constant Percentage 1 + Gearing × Max (Final Redemption Value — Strike Percentage, Floor Percentage)
Where:
Constant Percentage 1 means 0 .00%.
Final Redemption Value means the Delta One Div Mono Value (as defined below) on the ACT Day falling on the SPS Valuation Date (as defined below) .
Strike Price Closing Value is applicable .
5 Underlying Reference means the ENHAROT1 Index (as defined below in paragraph 25 ).
Underlying Reference Strike Price means, in respect of the Underlying Reference , the Underlying Reference Closing Price Value for such Underlying Reference on the Strike Date and which is equal to 1006.5 12.
Underlying Reference Closing Price Value means, in respect of the SPS Valuation Date , the Closing Level in respect of such day.
Floor Percentage means 0 .00%.
Gearing means 1.003 7503 , which is an adjustment factor (the “Factor” ) to Index 0 in relation with the initial actual strike .
SPS Redemption Valuation Date means the Redemption Valuation Date .
Strike Percentage means 0.00%.
Absolute Fees are not applicable.
Relative Performance Fees are not applicable.
Delta One Div Mono Value means the following formula:
Where,
Delta One Div Mono Underlying Value t -1 means, in respect of an ACT Day, the Delta One Div Mono Value for the ACT Day immediately preceding such day;
Delta One Div Mono Underlying Value 0 means the Underlying Reference Strike Price;
ACT Day means the Strike Date and each day thereafter that is an Underlying Reference Valuation Date and a Strategy
Business Day;
Underlying Reference Valuation Date means Scheduled Custom Index Business Day;
6 Constant Percentage 2 means 100.00%;
Constant Percentage 3 means 0.00%
Level t means, in respect of an ACT Day, an amount determined by the Calculation Agent in accordance with the
following formula:
Where,
Level t -1 means, in respect of an ACT Day, Levelt for the ACT Day immediately preceding such day.
Level 0 means the Underlying Reference Strike Price.
S t means, in respect of an ACT Day, the Underlying Reference Closing Price Value in respect of such day.
S t-1 means, in respect of an ACT Day, the Underlying Reference Closing Price Value on the ACT Day immediately preceding the relevant ACT Day.
FX t is equal to 1;
FX t -1 means FX t on ACT Day immediately preceding the relevant ACT Day and is equal to 1;
FX 0 means means Underlying Reference FX Strike Level which is equal to 1;
Dividend Reinvestment is not applicable;
NDDividends means 0 in respect of an ACT Day;
AF means 0;
Act (t -1,t) means, in respect of an ACT Day, the number of calendar days from (but excluding) the ACT Day immediately preceding such ACT Day to (and including) such ACT Day;
DCF is equal to 360; and PerfFee t means, in respect of an ACT Day, a performance fees rate determined by the Calculation Agent in accordance with the following formula:
Where,
PFL corresponds to the performance fees level which is set at 0.00%.
With,
Applicable structuring fees (t he “Structuring Fees ”) which are equal to 0.20% per annum, from the Strike Date to the Redemption Valuation Date, multiplied by the value of the Custom Index on any Scheduled Custom Index Business Day, multiplied by the number of calendar days between the Scheduled Custom Index Business Day and the immediately preceding Scheduled Custom Index Business Day, divided by 360 (the number of days to be calculated on an Act/360, adjusted basis). T he Structuring Fees are deducted by the Custom Index Calculation Agent from the value of the Custom Index on a daily basis. Note Holders are therefore indirectly paying the Structuring Fees. The Structuring Fees are received by the Calculation Agent for th e services he provides in relation to the Notes.
7 The Final Redemption Value may be less than the Notional Amount per Certificate and may even be equal to zero.
(c) Early Redemption Amount: Market Value less Costs .
13. Relevant Asset(s): Not applicable .
14. Entitlement: Not applicable .
15. Exchange Rates:
(a) Exchange Rate: Not applicable .
(b) Specified Exchange Rate/Settlement Currency Exchange Rate: Specified Exchange Rate:
Not applicable .
16. Specified Currency and Settlement Currency:
(a) Specified Currency: United States dollar ( “USD” ).
(b) Settlement Currency: USD 17. Syndication: The Securities will be distributed on a non -syndicated basis.
18. Minimum Trading Size: 1 (one) Note (and multiples of 1 (one) Note thereafter). Over and above the Minimum Trading Size as set out above, Securities may be traded in multiples of 1 (one) Security.
In addition to the Minimum Trading Size as set out above, a minimum subscription size shall apply (the “Minimum Subscription Size” or “Minimum Subscription Amount” ).
Therefore, Holders acknowledge having been informed that the Notes will be sold solely on the basis of the Minimum Subscription Amount as defined in article 1.4 d) of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation" ). Each Holder undertakes to comply with the following rules upon subscription of the Notes :
(i) When the Notes are purchased by the Holder by way of a discretionary portfolio manager, the Minimum Subscription Amount shall be an amount equal to EUR 1,000 (one thousand EUR) (or its equivalent in any other currencies) and multiples of EUR 1,000 (or its equivalent in any other currencies) thereafter;
(ii) Where the subsequent Holder is located in a EEA Member State: the Minimum Subscription Amount shall be an amount equal to at least EUR 100,000 (one hundred thousand Euros) (or its equivalent in any other currencies) and multiples of EUR 1,000 (one thousand Euros) (or its equivalent in any other currencies)
thereafter;
8 (iii) Where the subsequent Holder is located other than in a EEA Member State, the Minimum Subscription Amount shall be an amount equal to the higher of:
− the minimum subscription amount required by local rules and regulations and allowing not to trigger local offer to the public rules and regulations and allowing not to trigger the publication of any legal specific
documentation; and
− EUR 1,000 (one thousand Euros) (or its equivalent in any other currencies) and multiples of EUR 1,000 (one thousand Euros) (or its equivalent in other currencies) thereafte r.
19. Principal Paying Agent : BNP Paribas Financial Markets S.N.C.
20. Registrar: Not applicable .
21. Calculation Agent: BNP Paribas Financial Markets S.N.C .
22. Governing law: French law .
23. Masse provisions (Condition 18): Full Masse shall apply .
Name and address of the Representative:
SELARL MCM AVOCAT 10, rue de Sèze, 75009 Paris, France Tel: +33 1 53 43 36 00 Fax: +33 1 53 43 36 01 E -mail:
rmo@avocat -mcm.com
Name and address of the Alternate Representative:
Maître Philippe MAISONNEUVE Avocat 10, rue de Sèze, 75009 Paris, France Tel: +33 1 53 43 36 00 Fax: +33 1 53 43 36 01 The Representative will receive a remuneration of EUR 275 per year.
PRODUCT SPECIFIC PROVISIONS FOR REDEMPTION
24. Hybrid Linked Redemption Notes: Not applicable .
25. Index Linked Redemption Notes:
(a) Index/Basket of Indices/Index
Sponsor(s):
Applicable .
The Index (or "Underlying Reference" ) is the Rothschild AM Actions GenAI TR USD Index (Bloomberg ENHAROT1 Index ) as calculated and published by BNP Paribas Financial Markets S.N.C. (the “Index Calculation Agent” or the “Custom Index Calculation Agent” ).
The Underlying Reference is a Custom Index.
BNP Paribas or any successor thereto is the Index Sponsor.
9
(b) Index Currency:
(c) Exchange(s):
(d) Related Exchanges(s):
(e) Exchange Business Day:
(f) Scheduled Trading Day:
(g) Weighting:
(h) Settlement Price:
(i) Specified Maximum Days of
Disruption:
The Index allocation agent (the “Index Allocation Agent” ) is:
Rothschild and Co Asset Management.
The Index Allocation Agent address is: 29 avenue de Messine, 75008 Paris - France The investment objective of the Custom Index (the “Index Objective” ) and the strategy and methodology related thereto is to capture performance through synthetic exposure to (i) a selection of underlying assets, whose compositions, quantities or weightings and rebalancings are determined by the Index Allocation Agent (as defined below) in its sole discretion; (ii) and to a variable cash amount notionally invested in a BNP Paribas Capitalised Monetary Index, the purpose of which is to provide return on a notional investment on money held on an overnight deposit in the Index Currency (as defined below).
The different asset classes eligible (the “Index Components “) to the Custom Index are the BNP Paribas Capitalised Money Market Index, ETP Interests, BNP Paribas Currency Hedge Indices, BNP Paribas Rolling Futures Indices and/or Shares.
The following fees are levied in the Custom Index, such as defined in the corresponding BNP Paribas Flex Indices Index
Methodology Supplement:
- an Indexed Annual Fee of 1.10% per annum that is applied on each Custom Index Calculation Date from the Start Date (as defined below) to the value of the Custom Index on the Custom Index Calculation Date and for the benefit of the Index Allocation Agent for 0.90% p.a. (all taxes included) and for the benefit of the Index Sponsor for 0.20% p.a. ; and
- the Rebalancing Fees & Replication Fees as described for each Index Component.
USD .
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
The level of the Custom Index at the Valuation Time.
5 (five) Scheduled Custom Index Business Days.
10 (j) Valuation Time:
(k) Redemption Valuation Date:
(l) Redemption on Occurrence of an Index Adjustment Event:
(m) Index Correction Period:
(n) Additional provisions applicable to
Custom Indices:
(i) Screen Page:
(ii) Custom Index Business Day:
(iii) Scheduled Custom Index
Business Day:
(iv) Custom Index Correction
Period:
(v) Redemption on Occurrence of a Custom Index Adjustment
Event:
(vi) Custom Index Disruption
Event:
(vii) Custom Index Low Closing
Trigger Event:
As per Conditions.
31 January 2035 or if such date is not a Scheduled Custom Index Business Day , the immediately succeeding Scheduled Custom Index Business Day .
Delayed Redemption on Occurrence of an Index Adjustment Event: Not applicable.
As per Conditions.
Applicable
Bloomberg ENHAROT1 Index .
Single Custom Index Basis.
Single Custom Index Basis
As per Conditions.
Delayed Redemption on Occurrence of a Custom Index Adjustment Event: Not applicable.
Specified Maximum Days of Disruption will be equal to 5 (five) Scheduled Custom Index Business Days.
Not applicable.
Not applicable .
11 (viii) Outstanding Securities
Trigger Event:
(o) Additional provisions applicable to Futures Price Valuation:
Not applicable.
26. Share Linked Redemption Notes/ETI Share Linked Redemption Notes: Not applicable .
27. ETI Linked Redemption Notes: Not applicable .
28. Debt Linked Redemption Notes: Not applicable .
29. Commodity Linked Redemption Notes: Not applicable .
30. Inflation Index Linked Redemption Notes: Not applicable .
31. Currency Linked Redemption Notes: Not applicable .
32. Fund Linked Redemption Notes: Not applicable .
33. Futures Linked Redemption Notes: Not applicable .
34. Credit Securities: Not applicable .
35. Underlying Interest Rate Linked Redemption Notes: Not applicable 36. Partly Paid Notes: The Securities are not Partly Paid Notes.
37. Instalment Notes: Not applicable .
38. Illegality (Condition 10.1) and Force Majeure (Condition 10.2): Illegality: Redemption in accordance with Condition 10.1(d) Force Majeure: redemption in accordance with Condition 10.2(b) 39. Additional, Optional Additional and CNY Payment Disruption Events:
Additional Disruption Events and Optional Additional Disruption Events: (a) Additional Disruption Events:
Applicable .
Change in Law: applicable Hedging Disruption: applicable (b) The following Optional Additional Disruption Events apply to the Securities:
Administrator/Benchmark Event
Insolvency Filing
12 Increased Cost of Hedging Loss of Stock Borrow
Jurisdiction Event
(c) The Maximum Stock Loan Rate in respect of each relevant Security is 5 per cent..
(d) Redemption:
Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable.
40. Knock -in Event: Not applicable .
41. Knock -out Event: Not applicable .
ISSUER CALL OPTION, NOTEHOLDER PUT OPTION AND AUTOMATIC EARLY
REDEMPTION
42. Issuer Call Option: Not applicable .
43. Noteholder Put Option: Not applicable .
44. Automatic Early Redemption: Not Applicable .
GENERAL PROVISIONS FOR VALUATION(S)
45. Strike Date, Strike Price, Averaging Date(s), Observation Period and Observation Date(s):
(a) Strike Date: 31 January 2025 .
(b) Averaging: Averaging does not apply to the Securities.
(c) Observation Dates: Not applicable.
(d) Observation Period: Not applicable.
46. PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
(a) Interest: Not applicable .
(b) Fixed Rate Provisions: Not applicable .
(c) Floating Rate Provisions Not applicable .
(d) Zero Coupon Provisions: Not applicable .
PRODUCT SPECIFIC PROVISIONS FOR LINKED INTEREST (IF APPLICABLE)
47. Linked Interest Notes: Not applicable .
48. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D .
13 49. Additional U.S. Federal income tax considerations: The Securities are Specified Securities for purposes of Section 871(m) of the U.S. Internal Revenue Code of 1986. Additional information regarding the application of Section 871(m) to the Securities will be available from BNP Paribas at https://investiment i.bnpparibas.it. The Issuer will arrange for withholding under Section 871(m) to be imposed on any dividend equivalent payment at a rate of 30 per cent. Payments on the Specified Securities are calculated by reference to Net Dividends.
By purchasing a Spec ified Security, the parties agree that in calculating the relevant payment amount the Issuer has withheld and the purchaser is deemed to have received, 30 per cent. of any dividend equivalent payments (as defined in Section 871(m) of the Code) in respect o f the relevant U.S. Securities. The Issuer will not pay any additional amounts to the holder on account of the Section 871(m) amount deemed withheld. For this purpose, "Net Dividends" means the dividends paid by an issuer of a security net of 30 per cent. U.S. federal withholding tax.
50. Non-exempt Offer: Not applicable .
51. Prohibition of Sales to EEA and UK Investors:
(i) Prohibition of Sales to EEA Retail Investors: Applicable.
The Securities are only intended to be offered, sold or otherwise made available to investors via the professional segment of the regulated market of the Luxembourg Stock Exchange.
(ii) Prohibition of Sales to UK Retail Investors: Applicable.
The Securities are only intended to be offered, sold or otherwise made available to investors via the professional segment of the regulated market of the Luxembourg Stock Exchange.
(iii) Prohibition of Sales to EEA Non Retail Investors (where Securities are held in a retail account) : Not applicable (iv) Prohibition of Sales to UK Non Retail Investors (where Securities are held in a retail account): Not applicable .
PROVISIONS RELATING TO COLLATERAL AND SECURITY
52. Secured Securities other than Nominal Value Repack Securities: Not applicable .
53. Nominal Value Repack Securities: Not applicable .
54. Actively Managed Securities: Not applicable .
RESPONSIBILITY
14 The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with th e facts and does not omit anything likely to affect the import of such information.
Signed on behalf of the Issuer:
By:
Mr. DECHAUX Vincent
Duly authorised
15
PART B – OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
Application will be made to list the Securities on the Official List of the Luxembourg Stock Exchange and to admit the Securities for trading on the professional segment of the Luxembourg Stock Exchange's regulated market.
2. RATINGS
Ratings: The Notes have not been rated.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
"Save as discussed in the " Potential Conflicts of Interest " paragraph in the " Risks " section in the Base Prospectus, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the issue."
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer See "Use of Proceeds" in the Base Prospectus .
(ii) Estimated net proceeds: 120,000,000 (iii) Estimated total expenses: 120,000,000
5. PERFORMANCE OF FORMULA AND OTHER INFORMATION CONCERNING THE
UNDERLYING REFERENCE
See Base Prospectus for an explanation of effect on value of investment and associated risks in investing in Securities.
The Security is a USD denominated Security with a 10-year maturity.
If neither early redeemed nor purchased or cancelled, the Security offers the possibility to receive on the Maturity Date a Final Redemption Amount pursuant to the provisions detailed in §12(b) - Part A.
The Securities are not capital protected. There is a risk of partial or total capital loss, and consequently an investment in the Securities is highly speculative, involving significant risk, including the possible loss of the entire amount invested, and s hould therefore only be considered by investors who can afford a loss of their entire investment. In respect of secondary market transactions, the price of the Securities will depend upon market conditions and may be subject to significant fluctuations. If the Securities are sold, before the Maturity Date, there is a higher probability that the investor will suffer a loss of its investment.
Past and further performances of the Rothschild AM Actions GenAI TR USD Index Security may be obtained from the Calculation Agent by emailing: global.cib.indices.support@bnpparibas.com.
Please also refer to Part A of the Appendix hereto for the name of the issuer , the ISIN or equivalent identification number and the relevant weighting of each Share comprised in the Initial Portfolio .
6. OPERATIONAL INFORMATION
(i) ISIN: FR001400X706
(ii) Common Code: 299667952
16
(iii) CFI: DMMXXM
(iv) FISN BNPPIBV/VARI NT 20290522 IDX
(v) Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and Euroclear France approved by the Issuer and the Principal Paying Agent and the relevant identification number(s): Valoren: 141747033 (vi) Delivery: Delivery against payment (vii) Additional Paying Agent(s) (if any): Not applicable (viii) Intended to be held in a manner which would allow Eurosystem eligibility: No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Securities are capable of meeting them the Securities may then be deposited with one of the ICSDs as common safekeeper .
ANNEX – ISSUE SPECIFIC SUMMARY
Section A – Introduction and Warnings
Warnings
This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms.
Any decision to invest in any Securities should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms.
Investors may be exposed to a partial or total loss of their investment.
Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a cou rt in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated.
Civil liability in any such Member State attaches to the Issuer or the Guarantor solely on the basis of this summary, including any translation hereof, but only if it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and t he appl icable Final Terms or it does not provide, when read together with the other parts of the Base Prospectus and the applicable Final Terms, key in formation in order to aid investors when considering whether to invest in the Securi ties.
You are about to purchase a product that is not simple and may be difficult to understand.
Name and international securities identification number (ISIN) of the Securities
Issue of USD 30,000,000 Notes relating to the Rothschild AM Actions GenAI TR USD Index (the “ Tranche 4 Notes ”) to be consolidated on or around 12 June 2026 with the USD 10,000,000 Notes relating to the Rothschild AM Actions GenAI TR USD Index issued on 12 March 2026 (the “ Tranche 3 Notes ”), the USD 30,000,000 Notes relating to the Rothschild AM Actions GenAI TR USD Index issued on 25 November 2025 (the “ Tranche 2 Notes ”), and the USD 50,000,000 Notes relating to the Rothschild AM Actions GenAI TR USD Index issued on 7 February 2025 (the “ Tranche 1 Notes ”, and together with the Tranche 2, 3 and Tranche 4 Notes, the “ Notes ”) The Securities are Notes . International Securities Identification Number (" ISIN"): FR001400X706 .
Identity and contact details of the Issuer
BNP Paribas Issuance B.V. (the " Issuer " or "BNPP B.V." ), Herengracht 595, 1017 CE Amsterdam, the Netherlands (telephone number: +31(0)88 738 0000). The legal entity identifier of the Issuer is 7245009UXRIGIRYOBR48.
Identity and contact details of the offeror and / or person asking for admission to trading
Person asking for admission to trading: BNP Paribas Issuance B.V., Herengracht 595, 1017 CE Amsterdam, the Netherlands (telep hone number:
+31(0)88 738 0000).
Identity and contact details of the competent authority approving the Base Prospectus
Autorité des Marchés Financiers ("AMF "), 17, place de la Bourse, 75082 Paris Cedex 02, France - +33(0)1 53 45 60 00 - www.amf -france.org
Date of approval of the Base Prospectus
The Base Prospectus has been approved on 30 May 2024 under the approval number 24 -0185 by the AMF, as supplemented from time to time.
Section B - Key information on the Issuer
Who is the Issuer of the Securities?
Domicile / legal form / LEI / law under which the Issuer operates / country of incorporation
BNPP B.V. was incorporated in the Netherlands as a private company with limited liability under Dutch law having its register ed office at Herengracht 595, 1017 CE Amsterdam, the Netherlands. Legal entity identifier (LEI): 7245009UXRIGIRYOBR48.
BNPP B.V.'s long term credit rating is A+ with a stable outlook (S&P Global Ratings Europe Limited) and BNPP B.V.'s short ter m credit rating is A -1 (S&P Global Ratings Europe Limited).
Principal activities
The principal activity of the Issuer is to issue and/or acquire financial instruments of any nature and to enter into related agreements for the account of various entities within the BNPP Group.
The assets of BNPP B.V. consist of the obligations of other BNPP Group entities. Holders of securities issued by BNPP B.V. wi ll, subject to the provisions of the Guarantee issued by BNPP, be exposed to the ability of BNPP Group entities to perform their ob ligations towards BNPP B.V.
Major shareholders
BNP Paribas holds 100 per cent. of the share capital of BNPP B.V.
Identity of the Issuer's key managing directors
The Managing Directors of BNP Paribas Issuance B.V. are Edwin Herskovic/Cyril Le Merrer/Folkert van Asma/Hugo Peek/Matthew Ya ndle.
Identity of the Issuer's statutory auditors
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Deloitte Accountants N.V. are the auditors of the Issuer. Deloitte Accountants N.V. is an independent public accountancy firm in the Netherlands registered with the NBA ( Nederlandse Beroepsorganisatie van Accountants ).
What is the key financial information regarding the Issuer?
Key financial information
Income statement
Year Year -1 In € 31/12/2023 31/12/2022 Operating profit/loss 73,071 120,674
Balance sheet
Year Year -1 In € 31/12/2023 31/12/2022 Net financial debt (long term debt plus short term debt minus cash) 126,562,861,2
61 94,563,113,05
4 Current ratio (current assets/current liabilities) 1 1 Debt to equity ratio (total liabilities/total shareholder equity) 157,363 126,405 Interest cover ratio (operating income/interest expense) No interest expenses No interest
expenses
Cash flow statement Year Year -1 In € 31/12/2023 31/12/2022 Net Cash flows from operating activities 2,827,251 -113,916 Net Cash flows from financing activities 0 0 Net Cash flows from investing activities 0 0
Qualifications in the audit reports
Not applicable, there are no qualifications in any audit report on the historical financial information included in the Base Prospectus.
What are the key risks that are specific to the Issuer?
Not applicable. BNPP B.V. is an operating company. The creditworthiness of BNPP B.V. depends on the creditworthiness of BNPP.
Section C - Key Information on the Securities
What are the main features of the Securities?
Type, class and ISIN
Issue of USD 30,000,000 Notes relating to the Rothschild AM Actions GenAI TR USD Index (the “ Tranche 4 Notes ”) to be consolidated on or around 12 June 2026 with the USD 10,000,000 Notes relating to the Rothschild AM Actions GenAI TR USD Index issued on 12 March 2026 (the “ Tranche 3 Notes ”), the USD 30,000,000 Notes relating to the Rothschild AM Actions GenAI TR USD Index issued on 25 November 2025 (the “ Tranche 2 Notes ”), and the USD 50,000,000 Notes relating to the Rothschild AM Actions GenAI TR USD Index issued on 7 February 2025 (the “ Tranche 1 Notes ”, and together with the Tranche 2, 3 and Tranche 4 Notes, the “Notes ”) The Securities are Notes. International Securities Identification Number (" ISIN"): FR001400X706 .
Currency / denomination / par value / number of Securities issued / term of the Securities
The currency of the Securities is the United States dollar ("USD "). The Securities have a par value of USD 1,000. 30,000 Securities will be issued.
The Securities have a fixed maturity date.
Rights attached to the Securities
Negative pledge - The terms of the Securities will not contain a negative pledge provision.
Events of Default - The terms of the Securities will not contain events of default.
Governing law - The Securities are governed by French law.
Redemption - The objective of this product is to provide a return linked to the performance of the Rothschild AM Actions GenAI TR USD Index composed of a universe of stocks, proprietary indices or Custom Indices and/or ETI/ ETFs , all selected by Rothschild and Co Asset Management which is acting as Index Allocation Agent.
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The Custom Index aims to replicate a portfolio of underlying s rebalanced at the discretion of Index Allocation Agent. The Index Allocation Agent may request changes to the composition of the Custom Index (each component of the Index , an “Index Component ”), by adding, removing, reweighting or replacing it with a new Underlying, potentially on a daily basis (each of these occurrences, a “Reallocation (Instruction)” or "Rebalancing "). A fee is applied for each Re allocation and, depending on the Underlying subject to the Re allocation , additional replication fees may be charged that affect the value of the Custom Index and reduce it. The value of the Custom Index incorporates, in addition, a (i) structuring fee of 0. 20% per annum to the Index Calculation Agent, BNP Paribas Financial Markets S .N.C. (ii) and a maintenance fee of 0.90% per annum (VAT included ), which are paid to the Index Allocation Agent which is the entity responsible for the a llocation of the Custom Index . Any dividends of the Underlyings are reinvested in the same Underlying on the ex -dividend date, net of applicable tax deductions.
Fixed Maturity – Unless the Note s have previously been redeemed or purchased and cancelled, each Notes will be redeemed by the Issuer on the Maturity Date and you will receive in respect of each Note an amount calculated based on the value of the Custom Index at the Redemption Valuation Date. Any investor may incur a partial or total loss of the invested capital.
Strike Date 31 January 2025 Issue Price USD 1,000 per Security Issue Date 7 February 2025 Product Currency USD Notional Amount USD 1,000 per Security
Valuation Date Any Scheduled Custom Index Business Day from (and including) the Issue Date to (and including) the Redemption Valuation Date Redemption Date 7 February 2035 Redemption Valuation Date:
31 January 2035
Underlying Reference
Rothschild AM Actions GenAI TR USD Index Meetings - The terms of the Securities will contain provisions for calling meetings of Holders of such Securities to consider matters af fecting their interests generally. These provisions permit defined majorities to bind all Holders, including Holders who did not attend and vote at the relevant meeting and Holders who voted in a manner contrary to the majority.
Representative of Holders - A representative of the Holders has been appointed by the Issuer.
Seniority of the Securities
The Securities are unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves.
Restrictions on the free transferability of the Securities
There are no restrictions on the free transferability of the Securities.
Dividend or payout policy
Not Applicable
Where will the Securities be traded?
Admission to trading
Application has been made by the Issuer (or on its behalf) for the Securities to be listed on the Official List of the Luxembourg Stock Exchange and to admit the Securities described herein for trading on the Luxembourg Stock Exchange’s Regulated Market.
Is there a guarantee attached to the Securities?
Nature and scope of the Guarantee
The obligations under the guarantee are senior preferred obligations (within the meaning of Article L.613 -30-3-I-3° of the French Code monétaire et financier ) and unsecured obligations of BNPP and will rank pari passu with all its other present and future senior preferred and unsec ured obligations subject to such exceptions as may from time to time be mandatory under French law.
In the event of a bail -in of BNPP but not BNPP B.V., the obligations and/or amounts owed by BNPP under the guarantee shall be reduced to reflect any such modification or reduction applied to liabilities of BNPP resulting from the application of a bail -in of BNPP by any relevant regulator (including in a situation where the Guarantee itself is not the subject of such bail -in).
The Guarantor unconditionally and irrevocably guarantees to each Holder that, if for any reason BNPP B.V. does not pay any su m payable by it or perform any other obligation in respect of any Securities on the date specified for such payment or performance the Guarantor will, in accordance with the Conditions pay that sum in the currency in which such payment is due in immediately available funds or, as the case may be, perform or procure the performance of the relevant obligation on the due date for such pe rformance.
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Description of the Guarantor
The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas ( "BNPP" or the "Guarantor" ) pursuant to an English law deed of guarantee executed by BNPP 30 May 2024 (the "Guarantee" ).
The Guarantor was incorporated in France as a société anonyme under French law and licensed as a bank having its head office at 16, boulevard des Italiens - 75009 Paris, France. Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83.
BNPP's long -term credit ratings are A+ with a stable outlook (S&P Global Ratings Europe Limited), Aa3 with a negative outlook (Moody's De utschland GmbH), A+ with a stable outlook (Fitch Ratings Ireland Limited) (which is the long -term issuer default rating) and AA (low) with a stable outlook (DBRS Rating GmbH) and BNPP's short -term credit ratings are A -1 (S&P Global Ratings Europe Limited), P -1 (Moody's Deutschland GmbH), F1 (Fitch Ratings Ireland Limited.) and R -1 (middle) (DBRS Rating GmbH).
BNP Paribas SA is the parent company of the BNP Paribas Group (together the " BNPP Group ").
BNP Paribas’ organisation is based on three operating divisions: Corporate & Institutional Banking (CIB), Commercial, Personal Ba nking & Services (CPBS) and Investment & Protection Services (IPS).
Corporate and Institutional Banking (CIB) : Global Banking, Global Markets and Securities Services.
Commercial, Personal Banking & Services (CPBS):
- Commercial & Personal banking in the Euro -zone : Commercial & Personal Banking in France (CPBF), BNL banca commerciale (BNL bc), Commercial & Personal Banking in Italy, Commercial & Personal Banking in Belgium (CPBB) and Commercial & Personal Banking in Luxembourg (CPBL).
- Commercial & Personal Banking outside the Euro -zone, organised around : Europe -Mediterranean, covering Commercial & Personal Banking outside the Euro -zone, in particular in Central and Eastern Europe, Türkiye and Africa.
- Specialised Businesses : BNP Paribas Personal Finance, Arval and BNP Paribas Leasing Solutions, new digital businesses (in particular Nickel, Floa, Lyf) and BNP Paribas Personal Investors.
Investment & Protection Services (IPS): Insurance (BNP Paribas Cardif) and Wealth and Asset Management: BNP Paribas Asset Management, BNP Paribas Real Estate, BNP Paribas Principal Investments (management of the BNP Paribas Group’s portfolio of unlisted and liste d industrial and commercial inve stments) and BNP Paribas Wealth Management.
As at 31 December 2023, the main shareholders were Société Fédérale de Participations et d'Investissement ("SFPI") a public -interest société anonyme (public limited company) acting on behalf of the Belgian government state holding 5.5% of the share capital , BlackRock Inc. holding 6.9% of the share capital, Amundi holding 5.4% of the share capital and Grand Duchy of Luxembourg holding 1.1% of the share capita l.
Key financial information for the purpose of assessing the Guarantor's ability to fulfil its commitments under the Guarantee
Since 1 January 2023, BNP Paribas Group’s insurance entities have applied IFRS 17 « Insurance Contracts » and IFRS 9 « Financ ial Instruments ». The results for 2022 have been recomposed to take into account the enforcement of IFRS17 and IFRS 9 for insuranc e entities.
Income statement
Year Year -1 Interim Comparative
interim from
same period in
prior year
In millions of € 31/12/2
023 31/12/2
022 30/09/2
024 30/09/2023*
Net interest income 19,058 20,933 n.a n.a Net fee and commission income 9,821 10,165 n.a n.a Net gain on financial instruments 10,440 9,449 n.a n.a Revenues 45,874 45,430 36,694 35,974 Cost of risk -2,907 -3,003 -2,121 -1,935 Other net losses for risk on financial instruments -775 n.a -138 0 Operating Income 11,236 12,563 12,109 12,004 Net income attributable to equity holders 10,975 9,848 9,366 9,225 Earnings per share (in euros) 8.58 7.52 7.7 7.19
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Balance sheet
Year Year -1 Interim Comparative
interim from
same period in
prior year
In millions of € 31/12/2
023 31/12/2
022 30/09/2
024 30/09/2023
Total assets 2,591,4
99 2,663,7
48 2,753,0
86 2,701,362
Debt securities 274,510 220,261 n.a n.a Of which mid long term Senior Preferred 84,821* 58,899* n.a n.a Subordinated debt 25,478 24,832 30,160 n.a Loans and receivables from customers (net) 859,200 857,020 874,996 853,247 Deposits from customers 988,549 1,008,0
56 1,011,4
22 965,980
Shareholders' equity
(Group share) 123,742 121,237 124,961 124,138 Doubtful loans/ gross outstandings** 1.7% 1.7% 1.7% 1.7% Common Equity Tier 1 capital (CET1) ratio 13.2% 12.3% 12.7% 13.4% Total Capital Ratio 17.3% 16.2% 16.7% 17.8% Leverage Ratio 4.6% 4.4% 4.4% 4.5%
(*) Regulatory scope (**) Impaired loans (stage 3) to customers and credit institutions, not netted of guarantees, including on -balance sheet and off -balance sheet and including debt securities measured at amortised costs or at fair value through shareholders' equity reported (exc luding insurance) and on gross outstanding loans to customers and credit institutions, on -balance sheet and off -balance sheet and including debt securities measured at amortised costs or at fair value through shareholders' equity (excluding insurance).
Most material risk factors pertaining to the Guarantor
1. A substantial increase in new provisions or a shortfall in the level of previously recorded provisions exposed to credit risk and counterparty risk could adversely affect the BNP Paribas Group’s results of operations and financial condition 2. The BNP Paribas Group’s risk management policies, procedures and methods may leave it exposed to unidentified or unanticipate d risks, which could lead to material losses 3. The BNP Paribas Group may incur significant losses on its trading and investment activities due to market fluctuations and vo latility 4. The BNP Paribas Group’s access to and cost of funding could be adversely affected by a resurgence of financial crises, worsen ing economic conditions, rating downgrades, increases in sovereign credit spreads or other factors 5. Adverse economic and financial conditions have in the past had and may in the future significantly affect the BNP Paribas Gro up and the markets in which it operates 6. Laws and regulations adopted in recent years, as well as current and future legislative and regulatory developments, may sign ificantly impact the BNP Paribas Group and the financial and economic environment in which it operates.
7. Should the BNP Paribas Group fail to implement its strategic objectives or to achieve its published financial objectives, or should its results not follow stated expected trends, the trading price of its securities could be adversely affected.
What are the key risks that are specific to the Securities?
Most material risk factors specific to the Securities
There are risks associated with the Securities, including (but not limited to) :
1. Risks related to the structure of the securities and the active management process :
The return on the Securities depends on the performance of the Index Components comprised in the Custom Index (as defined above) and the initial selection and /or subsequent investment decisions through Reallocations (active management ) taken at any time by the Index Allocation Agent acting at its sole discretion . Investors are therefore relying on the quality and efficiency of the investment decisions taken at any time by the Index Allocation Agent and the market conditions and market opportunities. Investors may be exposed to a partial loss of their investment. Investors may be exposed to a partial or total loss of their investment.
2. Risks related to the Custom Index (comprising the underlying (s)) and its disruption and /or adjustments:
Index Securities are linked to the performance of an underlying index (such as the Custom Index t as defined above ), which may reference various asset classes such as, equities, bonds, currency exchange rates or property price data, or could reference a mixture of asset classes. Investors in Index Securities face the risk of a broader set of circumstances that mean that the assets underlying the Index (such as the Custom Index) do not
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perform as expected compared to an investment in conventional debt securities. Accordingly, the return on an investment in Index t Securities is more likely to be adversely affected than an investment in conventional debt securities.
Exposure to shares, indices, adjustment events and market disruption or failure to open of an exchange may have an adverse effect on the value and liquidity of the Securities. An exchange traded instrument (an "ETI") may invest using sophisticated techniques, such as leverage or short selling or in complex financial instruments such as derivatives (swaps, options, futures), securities lending transactions, repurchas e or reverse repurchase agreements or foreign exchange instruments. If the investment strategy of the ETI is not su ccessful it will have a negative impact upon the performance of the ETI, and consequently, could have a negative impact on the value of the ETI Securities and the return inve stors may receive.
Holders of ETI Securities have no right to participate in the E TI, whether by voting or in any distributions. Accordingly, the return a Holder of ETI Securities receives could be less (and could be significantly less) than a direct investment in an ETI.
Exposure to an exchange traded instrument, similar market risks to a direct investment in an exchange traded instrument, pote ntial adjustment events or extraordinary events affecting the exchange traded instrument and market disruption or failure to open of an exchange may have an adverse effect on the value and liquid ity of the Securities.
3. Risks related to the trading markets of the securities:
The trading price of the Securities may be affected by a number of factors including, but not limited to, the relevant price, value or level of the Index Components , the time remaining until the scheduled redemption date of the Securities, the actual or implied volatility associated with the Index Components and the correlation risk of the relevant Index Components . The possibility that the value and trading price of the Securities will fluctuate (either positively or negatively) depends on a number of fact ors, which investors should consider carefully before purchasing or selling Securities.
4. Legal risks:
The terms of the Securities will contain provisions for calling meetings of holders of such Securities to consider matters af fecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not at tend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.
Section D - Key Information on the offer of Securities to the public and/or admission to trading on a
regulated market
Under which conditions and timetable can I invest in this Security?
General terms, conditions and expected timetable of the offer
Application has been made by the Issuer (or on its behalf) for the Securities to be listed on the Official List of the Luxemb ourg Stock Exchange and to admit the Securities described herein for trading on the Luxembourg Stock Exchange’s Regulated Market.
Estimate of the total expenses of the issue and/or offer, including estimated expenses charged to the investor by the Issuer or the
offeror
No expenses will be charged to the investors by the Issuer.
Who is the offeror and/or the person asking for admission to trading?
Description of the offeror and / or person asking for admission to trading
Person asking for admission to trading: BNP Paribas Issuance B.V., Herengracht 595, 1017 CE Amsterdam, the Netherlands (telep hone number:
+31(0)88 738 0000).
Why is this prospectus being produced?
Use and estimated net amount of the proceeds
The net proceeds from the issue of the Securities will become part of the general funds of the Issuer. Such proceeds may be u sed to maintain positions in options or futures contracts or other hedging instruments.
Estimated net proceeds: USD 30,000,000
Underwriting agreement
No underwriting commitment is being undertaken .
Most material conflicts of interest pertaining to the offer or the admission to trading
The Manager and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial b anking transactions with, and may perform other services for, the Issuer and the Guarantor and their respective affiliates in the o rdinary course of business.
Various entities within the BNPP Group (including the Issuer and Guarantor) and Affiliates undertake different roles in conne ction with the Securities, including Issuer of the Securities and Calculation Agent of the Securities and may also engage in trading activities (including hedging activities) relating to the Underlying and other instruments or derivative products based on or relating to the Underlying which may give rise to potential conflicts of interest.
BNP Paribas Financial Markets S .N.C., which acts as Manager and Calculation Agent is an Affiliate of the Issuer and the Guarantor and potential conflicts of interest may exist between it and holders of the Securities, including with respect to certain determinations an d judgments that the Calculation Agent must make. The economic interests of the Issuer and of BNP Paribas Financial Markets S .N.C. as Manager and Calculation Agent are potentially adverse to Holders interests as an investor in the Securities.
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Other than as mentioned above, so far as the Issuer is aware, no person involved in the issue of the Securities has an intere st material to the offer, including conflicting interests.