1
FINAL VERSION APPROVED BY THE ISSUER
FINAL TERMS FOR CERTIFICATES
The Issuer accepts responsibility for this unsigned document in PDF format dated on the date mentioned below that is the final version of the Final Terms relating to the Securities described herein.
FINAL TERMS DATED AS OF 30 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 EUR 500,000 Underlying Interest Rate Linked Interest Securitie s due 30 June 2038 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. 26-153 on 21 May 202 6
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 21 May 202 6, each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities ( the " Supplements ") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms 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 together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation ") (the " Base Prospectus "). This document constitutes the Final Terms of the Securities described herein for the purposes of the Prospectus Regulation and must be read in conjun ction with the Base Prospectus to obtain all the relevant information. A summary of the Securities is annexed to these Final Terms. The Base Prospectus and any Supplement(s) to the Base Prospectus are available for viewing at https://rates -
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx .
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.
These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below. References herein to " Securities " shall be deemed to be references to the relevant Securities that are the subject of these Final Terms and references to " Security " shall be construed accordingly.
SPECIFIC PROVISIONS FOR EACH SERIES
2 Series Number: FICRT 25886 CI Tranche Number: 1 Number of Securities issued: 500 Number of Securities: 500
ISIN: XS3304623450
Common Code: 330462345 Issue Price per Security: 100.00% of the Notional Amount Redemption Date: 30 June 2038 Relevant Jurisdiction: Not applicable Share Amount/Debt Security Amount: Not applicable Specified Securities pursuant to Section 871(m): No
GENERAL PROVISIONS
The following terms apply to each series of Securities:
1. Issuer: BNP Paribas Issuance B.V.
2. Guarantor: BNP Paribas 3. Trade Date: 13 March 2026 4. Issue Date and Interest Commencement Date: 30 June 2026 5. Consolidation: Not applicable 6. Type of Securities: (a) Certificates (b) Underlying Interest Rate Securities The provisions of Annex 11 ( Additional Terms and Conditions for Underlying Interest Rate Securities ) shall
apply
7. Form of Securities: Clearing System Global Security 8. Business Day Centre(s): The applicable Business Day Centre for the purposes of the definition of "Business Day" in Condition 1 is T2.
9. Settlement: Settlement will be by way of cash payment (Cash Settled
Securities)
10. Rounding Convention for Cash Settlement Amount: Not applicable
3 11. Variation of Settlement:
(a) Issuer's option to vary settlement: The Issuer does not have the option to vary settlement in respect of the Securities 12. Final Payout NA x 100 per cent.
13. Relevant Asset(s): Not applicable 14. Entitlement: Not applicable 15. Exchange Rate/Conversion Rate Not applicable 16. Settlement Currency: The settlement currency for the payment of the Cash Settlement Amount is EUR .
17. Syndication: The Securities will be distributed on a non -syndicated basis.
18. Minimum Trading Size: EUR 1,000
19. Agent(s):
(a) Principal Security Agent:
(b) Security Agent(s):
BNP Paribas Financial Markets S.N.C.
Not applicable
20. Registrar: Not applicable 21. Calculation Agent: BNP Paribas 22. Governing law: English law 23. Masse provisions (Condition 9.4): Not applicable
PRODUCT SPECIFIC PROVISIONS
24. Hybrid Securities: Not applicable 25. Index Securities: Not applicable 26. Share Securities/ETI Share Securities: Not applicable 27. ETI Securities Not applicable 28. Debt Securities: Not applicable 29. Commodity Securities: Not applicable 30. Inflation Index Securities: Not applicable 31. Currency Securities: Not applicable 32. Fund Securities: Not applicable 33. Futures Securities: Not applicable
4 34. Credit Security Provisions: Not applicable 35. Underlying Interest Rate Securities: Applicable (a) Underlying Interest Determination Date(s): Two (2) Business Days prior to the relevant Interest
Payment Date
(b) Manner in which the Underlying Interest Rate is to be determined: Screen Rate Determination (A) Screen Rate Determination: Applicable – Screen Rate Determination – CMS Rate (a) Underlying Reference Rate: CMS Rate (b) Specified Time: 11:00 am Frankfurt time (c) Relevant Screen Page:
(d) Relevant Currency:
(e) Relevant Swap Rate:
(f) Relevant Financial
Centre:
(g) Designated Maturity: Reuters ‘ICESWAP2’ (or any successor page thereto) EUR As per the Conditions
Frankfurt
2 years
(B) ISDA Determination Not applicable (c) Underlying Margin(s): Not applicable (d) Minimum Underlying Reference Rate: Not applicable (e) Maximum Underlying Reference Rate: Not applicable 36. Preference Share Certificates: Not applicable 37. OET Certificates: Not applicable 38. Illegality (Security Condition 7.1) and Force Majeure (Security Condition 7.2): Illegality: redemption in accordance with Security
Condition 7.1(d)
Force Majeure: redemption in accordance with Security
Condition 7.2(b)
39. Additional Disruption Events and Optional Additional Disruption Events: (a) Additional Disruption Events:
Applicable
(b) The following Optional Additional Disruption Events apply to the
Securities:
Administrator/Benchmark Event
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(c) Redemption:
Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not a pplicable 40. Knock -in Event: Not applicable 41. Knock -out Event: Not applicable
42. EXERCISE, VALUATION AND REDEMPTION
(a) Notional Amount of each Certificate: EUR 1,000 (b) Partly Paid Certificates: The Certificates are not Partly Paid Certificates.
(c) Interest: Applicable Coupon Switch: Not applicable (i) Interest Period(s): As defined in the Conditions (ii) Interest Period End Date(s): 30 March, 30 June, 30 September and 30 December in each year from and including 30 September 2026 to and including 30 June 203 8 (iii) Business Day Convention for Interest Period End Date(s): Not applicable
(iv) Interest Payment Date(s): 30 March, 30 June, 30 September and 30 December in each year from and including 30 September 2026 to and including 30 June 2038 (v) Business Day Convention for Interest Payment Date(s): Following (vi) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): Not applicable (vii) Margin(s): Not applicable (viii) Minimum Interest Rate: 0.00 per cent. per annum (ix) Maximum Interest Rate: Not applicable (x) Day Count Fraction: None (xi) Determination Dates: Not applicable (xii) Accrual to Redemption: Not applicable Accrual to Preceding IPED: Not Applicable
6 (xiii) Rate of Interest: Linked Interest (xiv) Coupon Rate: Applicable Digital Coupon applicable Single Digital Coupon Condition is applicable :
(A) if the Digital Coupon Condition is satisfied in respect of SPS Coupon Valuation Date(i):
Rate(i)
(B) if the Digital Coupon Condition is not satisfied in respect of SPS Coupon Valuation Date(i), as applicable:
zero
Where:
Barrier Level means 2.75 per cent.
Digital Coupon Condition means that the DC Barrier Value for the relevant SPS Coupon Valuation Date is equal to or less than the Barrier Level.
DC Barrier Value means Underlying Reference Value.
i means a number from 1 to 48, corresponding to the applicable SPS Valuation Date.
Rate(i) means 2.25 per cent.
SPS Coupon Valuation Date means Underlying Interest Determination Date.
SPS Valuation Date means SPS Coupon Valuation Date.
Underlying Reference means the Underlying
Reference Rate
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Underlying Reference Rate in respect of such day.
Underlying Reference Strike Price means 1.
Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price.
(d) Fixed Rate Provisions: Not applicable (e) Floating Rate Provisions Not applicable
7 (f) Linked Interest Certificates: Applicable – see Underlying Interest Rate Linked Interest Certificates below (g) Payment of Premium Amount(s): Not applicable (h) Index Linked Interest/Premium Amount Certificates: Not applicable (i) Share Linked/ETI Share Linked Interest/Premium Amount Certificates: Not applicable
(j) ETI Linked Interest/Premium Amount Certificates: Not applicable (k) Debt Linked Interest/Premium Amount Certificates: Not applicable (l) Commodity Linked Interest/Premium Amount Certificates: Not applicable (m) Inflation Index Linked Interest/Premium Amount Certificates: Not applicable (n) Currency Linked Interest/Premium Amount Certificates: Not applicable (o) Fund Linked Interest/Premium Amount Certificates: Not applicable (p) Futures Linked Interest/Premium Amount Certificates: Not applicable (q) Underlying Interest Rate Linked Interest
Provisions Applicable
(i) Underlying Interest Determination Date(s): Two (2) Business Days prior to the relevant Interest
Payment Date
(ii) Manner in which the Underlying Interest Rate is to be determined: Screen Rate Determination (A) Screen Rate Determination: Applicable – Screen Rate Determination – CMS Rate
(a) Underlying
Reference
Rate: CMS Rate
(b) Specified
Time:
11:00 am Frankfurt time
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(c) Relevant
Screen Page:
(d) Relevant
Currency:
(e) Relevant
Swap Rate:
(f) Relevant
Financial
Centre:
(g) Designated
Maturity:
Reuters ‘ICESWAP2’ (or any successor page thereto)
EUR
As per the Conditions
Frankfurt
2 years
(B) ISDA Determination Not applicable (iii) Underlying Margin(s): Not applicable (iv) Minimum Underlying Reference Rate: Not applicable (v) Maximum Underlying Reference Rate: Not applicable (r) Instalment Certificates: The Certificates are not Instalment Certificates.
(s) Issuer Call Option: Not applicable (t) Holder Put Option: Not applicable (u) Automatic Early Redemption: Applicable (i) Automatic Early Redemption Event: Target Automatic Early Redemption: Applicable
An Automatic Early Redemption Event will occur if the Cumulative Coupon is equal to or greater than the Target Automatic Early Redemption Percentage.
(ii) Automatic Early Redemption Payout: Target Automatic Early Redemption:
Target Cumulative Coupon is not applicable
NA x (100%)
Where:
9 Cumulative Coupon means, in respect of an Automatic Early Redemption Valuation Date, (a) the sum of the values calculated for each Interest Period preceding the Current Interest Period as the product of (i) the Rate of Interest and (ii) if specified in the applicable Final Terms, the Day Count Fraction, in each case for such Interest Period plus (b) the product of (i) the Rate of Interest and (ii) if specified in the applicable Final Terms, the Day Count Fraction, in each case for the Current Interest Perio d.
Current Interest Period means, in respect of an Automatic Early Redemption Valuation Date, the Interest Period during which such Automatic Early Redemption Valuation Date falls.
NA means EUR 1,000.
(iii) Automatic Early Redemption Date(s): Each Interest Payment Date from and including the Interest Payment Date scheduled to fall on 30 September 2026 to and including the Interest Payment Date scheduled to fall 30 March 2038.
(iv) Observation Price Source: Not applicable (v) Underlying Reference Level: Not applicable (vi) Underlying Reference Level 2: Not applicable (vii) SPS AER Valuation: Not a pplicable:
(viii) Automatic Early Redemption Level 1: Not applicable (ix) Automatic Early Redemption Percentage: 9.00 per cent.
(x) AER Exit Rate: Not applicable (xi) Automatic Early Redemption Valuation Date(s)/Period(s): Two (2) Business Days prior to the relevant Automatic Early Redemption Date (xii) AER Event 1 Underlying: Not applicable (xiii) AER Event 2 Underlying: Not applicable (xiv) AER Event 1 Basket: Not applicable (xv) AER Event 2 Basket: Not applicable
DISTRIBUTION AND U.S. SALES ELIGIBILITY
10 43. U.S. Selling Restrictions: Not applicable – the Securities may not be legally or beneficially owned by or transferred to any U.S. person at any time 44. Additional U.S. Federal income tax considerations: The Securities are not Specified Securities for the purpose of Section 871(m) of the U.S. Internal Revenue Code of 1986.
45. Registered broker/dealer: Not applicable 46. TEFRA C or TEFRA Not Applicable: TEFRA Not applicable 47. Non-exempt Offer: Not applicable 48. Prohibition of Sales:
Prohibition of Sales to EEA Retail Investors: Not applicable Prohibition of Sales to Belgian Consumers: Not applicable Prohibition of Sales to UK Retail Investors: Not applicable Prohibition of Sales to EEA Non Natural Persons (where Securities are held in a retail account): Not applicable Prohibition of Sales to UK Non Natural Persons (where Securities are held in a retail account): Not applicable
PROVISIONS RELATING TO COLLATERAL AND SECURITY
49. Secured Securities other than Notional Value Repack Securities: Not applicable 50. Notional Value Repack Securities: Not applicable 51. Actively Managed Securities: Not applicable
Responsibility
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.
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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 to admit the Securities for trading on the Luxembourg Stock Exchange's regulated market on or around the Issue Date .
2. Ratings
Ratings: The Securities 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 Issue , Estimated Net Proceeds and Total Expenses (a) Reasons for the issue: See " Use of Proceeds " in the Base Prospectus (b) Estimated net proceeds: EUR 500,000 (c) Estimated total expenses: Not applicable 5. Performance of Underlying/Formula/Other Variable and Other Information concerning the Underlying
Reference s
See the "Risks" section in the Base Prospectus for an explanation of the effect of the Underlying Reference on the value of an investment in the Securities and associated risks in investing in Securities .
6. Operational Information Relevant Clearing System(s): Euroclear and Clearstream, Luxembourg If other than Euroclear Bank S.A./N.V., Clearstream Banking, S.A., Euroclear France, include the relevant identification number(s) and in the case of Swedish Dematerialised Securities, the Swedish Security Agent: Not applicable
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ANNEX B – 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 court 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, includi ng any translation hereof, but only if it is misleading, inaccurate or inconsistent when read together with the other parts of t he Base Prospectus and the applicable Final Terms or it does not provide, when read together with the other parts of the Base Prospectus and the applicable Final Terms, key information 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 EUR 500,000 Underlying Interest Rate Linked Interest Securities due 30 June 2038 - The securities are Certificates. International Securities Identification Number ("ISIN"): XS3304623450
Identity and contact details of the issuer
BNP Paribas Issuance B.V. (the "Issuer"), Parnassusweg 789 , 1082 LZ 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. (the “Issuer”), Parnassusweg 789 , 1082 LZ Amsterdam, the Netherlands (telephone number: +31(0)88 738 0000).
Identity and contact details of the competent authority approving the 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 prospectus
The Base Prospectus has been approved on 21 May 202 6 under the approval number 26-153 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 registered office at Parnassusweg 789 , 1082 LZ 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 term 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. will, 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
Managing Directors of BNP Paribas Issuance B.V.: Edwin Herskovic/Cyril Le Merrer/Folkert van Asma/Hugo Peek/Matthew Yandle.
Identity of the issuer's statutory auditors
13 Deloitte Accountants B.V. are the auditors of the Issuer. Deloitte Accountants B.V. is an independent registered audit firm in the Netherlands. The relevant auditors of Deloitte Accountants B.V. who have signed the independent auditor’s reports incorporate d by reference into the Base Prospectus are members of the Royal Netherlands Institute of Chartered Accountants (Koninklijke Nederlandse Beroepsorganisatie van Accountants).
What is the key financial information regarding the issuer?
Key financial information
Income statement
Year Year -1 In € 31/12/2025 31/12/2024
Operating profit/loss 224,204 167,327
Balance sheet
Year Year -1 In € 31/12/2025 31/12/2024 Net financial debt (long term debt plus short term debt minus cash) 164,334,371
,318 124,228,254
,057
Current ratio (current assets/current liabilities) 1.0 1.0 Debt to equity ratio (total liabilities/total shareholder equity) 29,275 22,860 Interest cover ratio (operating income/interest expense) n.a n.a Cash flow statement Year Year -1 In € 31/12/2025 31/12/2024 Net Cash flows from operating activities -2,184,469 -471,573 Net Cash flows from financing activities 0 4,500,000 Net Cash flows from investing activities 0 0
Qualifications in the audit report
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 EUR 500,000 Underlying Interest Rate Linked Interest Securities due 30 June 2038 - The securities are Certificates. International Securities Identification Number ("ISIN"): XS3304623450 .
Currency / denomination / par value / number of securities issued / term of the securities
The currency of the Securities is Euro ("EUR "). The Securities have a par value of EUR 1,000. 500 Securities will be issued. The Securities will be redeemed on 30 June 2038 .
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 contain events of default including non -payment, non -performance or non-observance of the Issuer's or Guarantor's obligations in respect of the Securities; the insolvency or winding up of the Issuer or Guarantor.
Governing law - The Securities are governed by English law.
14 Coupon Rate : If EUR CMS 2 Y is equal to or less than 2.75%, the Coupon Rate in respect of the immediately following Coupon Payment Date will be 2.25%. Otherwise, the Coupon Rate in respect of the immediately following Coupon Payment Date will be 0.00%. Each such Coupon Rate will be determined on the day that is two (2) Business Days prior to the relevant Coupon Payment Date and payable on such Coupon Payment Date .
Redemption: Unless the Securities have been early redeemed or purchased and cancelled, on the Redemption Date each Holder will receive a payment in cash in respect of each Security calculated as follows:
NA x 100%
Automatic Early Redemption: If, on any Automatic Early Redemption Valuation Date n, the Cumulative Coupon is greater than or equal to the Automatic Early Redemption Percentage, the Securities will be redeemed on the corresponding Automatic Early Redemption Date at an amount calculate d as follows, in addition to any accumulated coupon:
NA x 100%
Where:
“Cumulative Coupon” means in respect of an Automatic Early Redemption Valuation Date, (a) the sum of the interest rate values applicable to the Coupon amounts which have accumulated on the prior Automatic Early Redemption Valuation Date (s), plus (b) any interest rate determined in respect of the Coupon amount which is scheduled to accumulate on the applicable Automatic Early Redemption Valuation Date.
“Automatic Early Redemption Percentage” means 9.00%.
Issue Date 30 June 2026 Issue Price (per Certificate ) 100% Redemption Date 30 June 2038 Product Currency EUR
Automatic Early
Redemption Valuation
Date Two (2) Business Days prior to the applicable Automatic Early Redemption Date . Notional Amount (per Certificate ) EUR 1,000
Automatic Early
Redemption Date Each Coupon Payment Date from and including the Coupon Payment Date scheduled to fall on 30 September 2026 to and including the Coupon Payment Date scheduled to fall 30 March 2038. EUR CMS 2 Y The EUR interest rate swap with a maturity of 2 years which appears on Reuters ‘ICESWAP2’ (or any successor page thereto) at 11:00 am Frankfurt time .
Coupon Valuation Date Two (2) Business Days prior to the applicable Coupon Payment Date .
Coupon Payment Date 30 March, 30 June, 30 September and 30 December in each year from and including 30 September 2026 to and including 30 June 2038 , each date subject to adjustment.
Meetings - The terms of the Securities will contain provisions for calling meetings of holders of such Securities to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holder s who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.
Representative of holders - No 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
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Not Applicable
Where will the securities be traded?
Admission to trading
Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the Official List o f Luxembourg Stock Exchange.
Is there a guarantee attached to the securities?
Nature and scope of the guarantee
The obligations under the garantie 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 s enior preferred and unsecured 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 reduc ed to reflect any such modification or reduction applied to liabilities of by 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 sum payable by it or perform any other obligation in respect of any Security on the date specified for such payment or performance th e 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 perf ormance .
Description of the guarantor
The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas ("BNPP" or the "Guarantor") pursuant to a French law deed of guarantee executed by BNPP 21 May 2026 (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), A1 with a stable outlook (Moody's Deutschland GmbH) and AA - with a stable outlook (Fitch Ratings Ireland Limited) (which is the long -term rating assigned to B NPP’s senior preferred debt by Fitch) and BNPP's short -term credit ratings are A -1 (S&P Global Ratings Europe Limited), P -1 (Moody's Deutschland GmbH) and F1+ (Fitch Ratings Ireland Limited)
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 Banking & Services (CPBS) and Investme nt & 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).
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- 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), BNP Paribas Wealth Management, BNP Paribas Asset Management (strengthened in 2025 by the integration of AXA Investment Managers), BNP Paribas Real Estate and IPS Investments (management of the BNP Paribas Group’s portfolio o f unlisted and listed industrial and commercial investments).
As at 31 December 2025, 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 5.7% of the share capital , BlackRock Inc. holding 7.1% of the share capital and Grand Duchy of Luxembourg holding 1.2% of the share capital.
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 « Financial Instruments », deferred for these entities until IFRS 17 comes into force.
Income statement
Year Year -1 Interim Comparative interim from same period in
prior year
In millions of € 31/12/2025 31/12/2024 31/03/2026 31/03/2025 Revenues 51,223 48,831 14,056 12,960 Cost of risk -3,350 -2,999 -922 -766 Costs of legal risks on financial instruments -203 -202 -245 -15 Operating Income 16,296 15,437 4,179 3,922 Net income attributable to equity holders 12,225 11,688 3,217 2,951 Earnings per share (in euros) 10.29 9.57 2.73 2.44
Balance sheet
In millions of € 31/12/2025 31/12/2024 31/03/2026 31/03/2025 Total assets 2,792,981 2,704,908 2,931,529 2,802,044 Debt securities 302,391 302,237 311,766 313,163 Of which mid long term Senior Preferred 137,649* 119,370* n.a. n.a.
Subordinated debt 35,289 32,615 33,988 32,546 Loans and receivables from customers (net) 897,358 900,141 915,780 894,201 Deposits from customers 1,075,564 1,034,857 1,093,160 1,027,112 Shareholders' equity (Group share) 125,513 128,137 129,979 130,115 Doubtful loans/ gross outstandings** 1.6% 1.6% 1.6% 1.6% Common Equity Tier 1 capital (CET1) ratio 12.6% 12.9% 12.8% (CRR3) 12.4% (CRR3) Total Capital Ratio 17.0% 17.1% 17.3% (CRR3) 16.7% (CRR3) Leverage Ratio 4.5% 4.6% 4.4% 4.4% (*) Regulatory scope (**) Impaired loans (stage 3) to customers and credit institutions, not netted of guarantees, on -balance sheet and off -balance sheet and including debt securities measured at amortised costs or at fair value through shareholders' equity reported (excluding 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) and includ ing the effects of IFRS 5 standard application in relation to Non current assets held for sale
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.
17 2. The BNP Paribas Group’s risk management policies, procedures and methods may leave it exposed to unidentified or unanticipated 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 volatility.
4. The BNP Paribas Group's access to and cost of funding could be adversely affected by a resurgence of financial crises, worsening 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 on the BNP Paribas Group and the markets in which it operates.
6. Laws and regulations in force, as well as current and future legislative and regulatory developments, may significantly 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 also risks associated with the Securities, including:
1. Risks related to the structure of the securities:
The variable rate of return of the Securities is dependent upon the performance of EUR CMS 2 Y.
2. Risks related to disruption and adjustments:
If an Administrator/Benchmark Event occurs, the Securities may be subject to adjustment or early redemption. Such consequences may have a material adverse effect on the value and liquidity of the Securities and/or the return a Holder can expect to receive on their investment.
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 time remaining until the scheduled redemption date of the Securities. The possibility that the value and trading price of the Securities wil l fluctuate (either positively or negatively) depends on a number of factors, 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 affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who di d 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 will be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the Official List o f Luxembourg Stock Exchange.
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. (the “Issuer”), Parnassusweg 789 , 1082 LZ Amsterdam, the Netherlands (telephone 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 used to maintain positions in options or futures contracts or other hedging instruments.
Estimated net proceeds: EUR 500,000
Underwriting agreement
No underwriting commitment is undertaken.
Most material conflicts of interest pertaining to the offer or the admission to trading
BNP Paribas and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their respective affiliates in the o rdinary course of business.
18 Various entities within the BNPP Group (including the Issuer and Guarantor) and Affiliates undertake different roles in connection with the Securities, including Issuer of the Securities and Calculation Agent of the Securities which may give rise to potent ial conflicts of interest.
BNP Paribas, which acts as 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 and judgments that the Cal culation Agent must make. The economic interests of the Issuer and of BNP Paribas as Calculation Agent are potentially adverse to Holders interests as an investor in the Securities.
Other than as mentioned above, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer, including conflicting interests .