FINAL VERSION APPROVED BY THE ISSUER
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 FOR NOTES
FINAL TERMS DATED AS OF 18 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 EUR 30,000,000 Fixed Rate to Index Linked Notes due 18 June 2038
ISIN Code: FR0014018TF5
under the Note, Warrant and Certificate Programme of BNP Paribas Issuance B.V., BNP Paribas and BNP P aribas Fortis Funding The Base Prospectus received approval no. 26-151 on 21 May 2026 Any person making or intending to make an offer of the Securities may only do so in circumstances in w hich no obligation arises for the Issuer, the Guarantor or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or to supplement a pro spectus pursuant to Article 23 of the Prospectus Re gulation, in each case, in relation to such offer.
None of the Issuer, the Guarantor or any Manager ha s authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth i n the Base Prospectus dated 21 May 2026, 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 be en published and approved before the issue of any addi tional amount of Securities (the " Supplements ") (provided that to the extent any such Supplement (i) is publi shed and approved after the date of these Final Ter ms and (ii) provides for any change to the Conditions of t he Securities such changes shall have no effect wit h respect to the Conditions of the Securities to which these Final Terms relate) which together constitute a bas e 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 r ead in conjunction with the Base Prospectus to obta in all the relevant information. A summary of the Securit ies is annexed to these Final Terms. The Base Prospectus and any Supplements to the Base Prospectus and thes e Final Terms are available for viewing at https://rates-globalmarkets.bnpparibas.com/gm/Publi c/LegalDocs.aspx .
2 References herein to numbered Conditions are to the terms and conditions of the relevant series of Sec urities and words and expressions defined in such terms and conditions shall bear the same meaning in these Fi nal Terms in so far as they relate to such series of Se curities, save as where otherwise expressly provide d.
1. Issuer: BNP Paribas Issuance B.V.
2. Guarantor: BNP Paribas 3. Trade Date, Series Number and
Tranche Number:
(a) Trade Date: 21 May 2026 (b) Series Number: FINTE 26963 AV (c) Tranche Number: 1 4. Issue Date, Interest Commencement Date and Maturity Date:
(a) Issue Date: 18 June 2026 (b) Interest Commencement Date The Issue Date (c) Maturity Date: 18 June 2038 (the " Scheduled Maturity Date") Business Day Convention for Maturity Date: Following 5. Aggregate Nominal Amount and
Issue Price:
(a) Aggregate Nominal Amount – Series: EUR 30,000,000 (b) Aggregate Nominal Amount – Tranche: EUR 30,000,000 (c) Issue Price of Tranche: 100.00 per cent. of the Agg regate Nominal Amount of the applicable Tranche.
6. Type of Securities: (a) Notes (b) Redemption/Payment Basis:
Redemption at par (c) Interest Basis:
The Securities are Fixed Rate to Index Linked
Interest
3 (d) The provisions of Annex 2 ( Additional Terms and Conditions for Index Securities ) shall apply Tax Gross -up: Condition 6.3 ( No Gross -up ) applicable 7. Form of Securities: Dematerialised bearer form ( au porteur ) Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature): No Identification information of Holders as provided by Condition 1 in relation to French Law Securities: Applicable 8. Business Days/Payment Days:
(a) Additional Business Centre(s) (Condition 3.12) The applicable Additional Business Centre for the p urposes of the definition of "Business Day" in Condition 3. 12 is a T2 Business Day only .
(b) Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a): T2 9. Settlement: Settlement will be by way of cash payment (Cash Set tled Securities).
10. Specified Denomination and
Calculation Amount:
(a) Specified Denomination(s): EUR 1,000 (b) Calculation Amount: EUR 1,000 11. Variation of Settlement: Not applicable 12. Final and Early Redemption
Amount:
(a) Final Redemption Amount: Calculation Amount x 100.00 per cent.
(b) Final Payout: Not applicable (c) Early Redemption Amount: Market Value less Costs 13. Relevant Asset(s): Not applicable 14. Entitlement: Not applicable 15. Exchange Rates:
4 (a) Exchange Rate: Not applicable (b) Specified Exchange
Rate/Settlement Currency
Exchange Rate: Specified Exchange Rate: Not applicable Settlement Currency Exchange Rate: Not applicable 16. Specified Currency and Settlement
Currency:
(a) Specified Currency: EUR as defined in the definitio n of "Relevant Currency" in Condition 13 ( Definitions ) (b) Settlement Currency: EUR as defined in the definiti on of "Relevant Currency" in Condition 13 ( Definitions ) 17. Syndication: The Securities will be distributed on a non -syndicated basis.
18. Minimum Trading Size: EUR 1,000 19. Principal Paying Agent: BNP Paribas Financial Markets S.N.C.
20. Registrar: Not applicable 21. Calculation Agent: BNP Paribas 22. Governing law: French law 23. Masse provisions (Condition 18): Name and address of the Representative:
SELARL MCM AVOCAT
Contact : rmo@avocat-mcm.com 10, rue de Sèze, 75009 Paris, France Tel: +33 1 53 43 36 00 Fax: +33 1 53 43 36 01 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 E UR 275 per annum plus VAT
PRODUCT SPECIFIC PROVISIONS FOR REDEMPTION
5 24. Hybrid Linked Redemption Notes: Not applicable 25. Index Linked Redemption Notes: Applicable
(a) Index/Inflation
Indices/Inflation Index
Sponsor(s): The Index is the Solactive Constant Maturity BUND 1 0Y 11am Yield Index (Bloomberg Code: SOLDE10E Index).
Solactive AG or any successor thereto is the Index Sponsor.
The Index is a Composite Index.
(b) Index Currency: Euro (“ EUR ”).
(c) Exchange(s): As set out in Annex 2 for a Composite Index.
(d) Related Exchange(s): All Exchanges (e) Exchange Business Day: Single Index Basis.
Exchange/Related Exchange: Applicable (f) Scheduled Trading Day: Single Index Basis.
Exchange/Related Exchange: Applicable (g) Weighting: Not applicable (h) Settlement Price: Official closing level (i) Specified Maximum Days of Disruption: Eight (8) Scheduled Trading Days (j) Valuation Time: As per the Conditions (k) Redemption Valuation
Date:
(l) Redemption on Occurrence of an Index Adjustment Event: Delayed Redemption on Occurrence of an Index Adjust ment Event: Not applicable (m) Index Correction Period: As per Conditions (n) Additional Provisions applicable to Custom Indices: Not applicable (o) Additional provisions applicable to Futures Price Valuation: Not applicable 26. Share Linked Redemption Notes/ETI Share Linked Redemption Notes: Not applicable
6 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 a pplicable 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 Condit ion
10.2(b)
39. Additional, Optional Additional and CNY Payment Disruption
Events:
(a) 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
(c) Redemption:
Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable (b) CNY Payment Disruption Event: Not applicable 40. Knock -in Event: Not a pplicable 41. Knock -out Event: Not applicable
7
ISSUER CALL OPTION, NOTEHOLDER PUT OPTION AND AUTOM ATIC EARLY
REDEMPTION
42. Issuer Call Option: Not applicable 43. Noteholder Put Option: Not applicable 44. Automatic Early Redemption: Applicable (a) Automatic Early Redemption Event: Target Automatic Early Redemption: Applicable
An Automatic Early Redemption Event will occur if t he Cumulative Coupon is equal to or greater than the T arget Automatic Early Redemption Percentage.
(b) Automatic Early Redemption Payout: Target Automatic Early Redemption:
Target Cumulative Coupon is not applicable
NA x (100%)
Where:
Cumulative Coupon means, in respect of an Automatic Early Redemption Valuation Date, (a) the sum of the value s calculated for each Interest Period preceding the Current Inte rest 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) th e Rate of Interest and (ii) if specified in the applicable Final Terms , the Day Count Fraction, in each case for the Current Interest Per iod.
Current Interest Period means, in respect of an Automatic Early Redemption Valuation Date, the Interest Perio d during which such Automatic Early Redemption Valuation Dat e falls.
NA means EUR 1,000 (c) Automatic Early Redemption Date(s): Each Interest Payment Date from and including the I nterest Payment Date due to fall on 19 December 2026 to and including the Interest Payment Date due to fall on 19 Decembe r 2034.
(d) Automatic Early Redemption Level 1: Not applicable (e) Automatic Early Redemption Percentage: 18 per cent (f) AER Rate: 0.00 per cent.
(g) AER Exit Rate: AER Rate
8 (h) Automatic Early
Redemption Valuation
Date(s)/Period(s): Two (2) T2 Business Days prior to the relevant Auto matic Early Redemption Date.
(i) Automatic Early
Redemption Valuation
Time: Not applicable (j) Observation Price Source: Not applicable (k) Underlying Reference Level 1: Not applicable (l) Underlying Reference Level 2: Not applicable (m) SPS AER Valuation: Applicable: SPS AER Value 1 (n) AER Event 1 Underlying(s): Underlying Reference Value (o) AER Event 2 Underlying(s): See item 47(k)(ii)(A) below (p) AER Event 1 Basket: Not applicable (q) AER Event 2 Basket: Not applicable
GENERAL PROVISIONS FOR VALUATION(S)
45. Strike Date, Strike Price, Averaging Date(s), Observation Period and Observation Date(s): Not applicable
46. PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
(a) Interest: Applicable Coupon Switch: Not applicable
(i) Interest
Period(s): As per the Conditions.
(ii) Interest Period End Date(s): 18 June and 18 December in each year from and inclu ding 18 December 2026 to and including 18 June 2038 .
(iii) Business Day
Convention for
Interest Period
End Date(s): None
9 (iv) Interest Payment Date(s): 18 June and 18 December in each year from and inclu ding 18 December 2026 to and including 18 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: As per the Conditions
(ix) Maximum
Interest Rate: Not applicable (x) Day Count
Fraction: None
(xi) Determination
Dates: Not applicable (xii) Accrual to Redemption: Not applicable (xiii) Rate of Interest: Linked Interest (xiv) Coupon Rate: Applicable from and including 18 June 2028 to but excluding 18
June 2038
Digital Coupon applicable Snowball Digital Coupon Condition is applicable:
(A) if the Snowball Digital Coupon Condition is sa tisfied in respect of SPS Coupon Valuation Date(i):
Rate (i)
(B) if the Snowball Digital Coupon Condition is no t satisfied in respect of SPS Coupon Valuation Date(i):
zero
10
Where:
i means , 5 to 24 , representing each SPS Coupon Valuation Date .
Interest Valuation Date(s) means each date set out in item 47(b)(iii) below.
Rate (i) means 3 per cent.
Single Snowball Digital Coupon Condition is applicable Snowball Barrier Value means Underlying Reference Value Snowball Digital Coupon Condition means that the Snowball Barrier Value for the relevant SPS Coupon Valuation Date is less than or equal to the Snowball Level Snowball Level means 3.31 per cent.
SPS Coupon Valuation Date means Interest Valuation Date.
SPS Valuation Date means SPS Coupon Valuation Date.
SumRate(i) means the sum of Rate(i) for each SPS Coupon Valuation Date in the period from (but excluding) t he last occurring Snowball Date (or if none the Issue Date) to (but excluding) the relevant SPS Coupon Valuation Date.
Underlying Reference means the Index.
Underlying Reference Closing Price Value means, in respect of an Underlying Reference and a SPS Valuation Date , (i) the Underlying Reference Closing Price Value for such U nderlying Reference in respect of such SPS Valuation Date (ii ) divided by the relevant Underlying Reference Strike Price.
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 U nderlying Reference in respect of such SPS Valuation Date (ii ) divided by the relevant Underlying Reference Strike Price.
Valuation Date means the relevant Interest Valuation Date.
(b) Fixed Rate Provisions: Applicable from and includin g the Interest Commencement Date to but excluding 18 June 2028 (i) Fixed Rate of Interest: 3 per cent.
(ii) Fixed Coupon Amount: Not applicable
11 (c) Floating Rate Provisions Not applicable (d) Zero Coupon Provisions: Not applicable
PRODUCT SPECIFIC PROVISIONS FOR LINKED INTEREST (IF APPLICABLE)
47. Linked Interest Notes: Applicable from and includin g 18 June 2028 to but excluding 18
June 2038
(a) Hybrid Linked Interest Notes: Not applicable (b) Index Linked Interest
Provisions: Applicable
(i) Index Basket of Indices/Index Sponsor(s): As set out in §25(a) above.
(ii) Valuation Time: As set out in §25(j) above.
(iii) Interest Valuation Date(s): Two (2) T2 Business Days prior to the end of the re levant
Interest Period
(iv) Index Correct ion Period: As per Conditions.
(v) Specified Maximum Days of Disruption: As set out in §25(i) above.
(vi) Exchange(s): As set out in §25(c) above.
(vii) Related
Exchange(s): As set out in §25(d) above.
(viii) Exchange
Business Day: As set out in §25(c) above.
(ix) Scheduled Trading Day: As set out in §25(f) above.
(x) Settlement Price: Not applicable (xi) Weighting: Not applicable (xii) Redemption on Occurrence of an Index Adjustment Event: Delayed Redemption on Occurrence of an Index Adjust ment Event: Not applicable
(xiii) Additional
provisions applicable to Custom Indices: Not applicable
(xiv) Addition
al provisions applicable to Futures Price Valuation: Not applicable
12 (c) Share Linked/ETI Share
Linked Interest
Provisions: Not applicable (d) ETI Linked Interest Provisions: Not applicable (e) Debt Linked Interest Provisions: Not applicable (f) Commodity Linked Interest Provisions: Not applicable (g) Inflation Index Linked Interest Provisions: Not applicable (h) Currency Linked Interest Provisions: Not applicable (i) Fund Linked Interest Provisions: Not applicable (j) Futures Linked Interest Provisions: Not applicable (k) Underlying Interest Rate
Linked Interest
Provisions Not applicable
DISTRIBUTION
48. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA not applicable 49. 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.
50. Non -exempt Offer: Not applicable 51. Prohibition of Sales:
(i) Prohibition of Sales to EEA Retail Investors: Not applicable (ii) Prohibition of Sales to Belgian Consumers: Not applicable (iii) Prohibition of Sales to UK Retail Investors: Not applicable (iv) Prohibition of Sales to EEA Non Natural Persons (where Securities are held in a retail account): Not applicable
13 (v) Prohibition of Sales to UK Non Natural Persons (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
The Issuer accepts responsibility for the informati on contained in these Final Terms. To the best of t he knowledge of the Issuer (who has taken all reasonab le care to ensure that such is the case), the infor mation contained herein is in accordance with the facts an d does not omit anything likely to affect the impor t of such information.
14
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 Luxembourg Stock Exchange's regulated market on or around the Issue Date.
2. 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 OFFER, ESTIMATED NET PROCEEDS AND T OTAL
EXPENSES
(i) Reasons for the offer See "Use of Proceeds" in the Base Prospectus (ii) Estimated net proceeds: EUR 30,000,000 (iii) Estimated total expenses: EUR 5,600
5. PERFORMANCE OF THE UNDERLYING REFERENCE AND OTHER
INFORMATION REGARDING THE UNDERLYING REFERENCE
See Base Prospectus for an explanation of effect on value of Investment and associated risks in investing in Securities.
Past and further performances of the Index are avai lable on the Relevant Exchange website https://www.solactive.com/indices/?index=DE000SL0QZ 62, and their volatility may be obtained from the Calculation Agent by email to the following address:
investimenti@bnpparibas.com
The Issuer does not intend to provide post-issuance information.
Index disclaimer
Neither the Issuer nor the Guarantor shall have any liability for any act or failure to act by an Index Sponsor in connection with the calculation, a djustment or maintenance of an Index. Except as disclosed prior to the Issue Date, neither the I ssuer, the Guarantor nor their affiliates has any affiliation with or control over an Index or Index Sponsor or any control over the computation, composition or dissemination of an Index. Although the Calculation Agent will obtain information concerning an Index from publicly avail able sources it believes reliable, it will not independently verify this information. Accordingly, no representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Issuer, the Guarantor, their affiliates or the Calculation Agent as to the accur acy, completeness and timeliness of information concerning an Index.
Solactive Constant Maturity BUND 10Y 11am Yield Ind ex
15 Solactive AG ("Solactive") is the licensor of Solac tive Constant Maturity BUND 10Y 11am Yield Index (the "Index"). The financial instrument s that are based on the Index are not sponsored, endorsed, promoted or sold by Solactive in any way and Solactive makes no express or implied representation, guarantee or assurance w ith regard to: (a) the advisability in investing in the financial instruments; (b) the quality, accu racy and/or completeness of the Index; and/or (c) the results obtained or to be obtained by any p erson or entity from the use of the Index.
Solactive reserves the right to change the methods of calculation or publication with respect to the Index. Solactive shall not be liable for any da mages suffered or incurred as a result of the use (or inability to use) of the Index.
6. OPERATIONAL INFORMATION
(i) ISIN: FR0014018TF5
(ii) Common Code: 339396698 (iii) 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): Not applicable (iv) Delivery: Delivery against payment (v) Additional Paying Agent(s) (if any): Not applicable (vi) 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 Securiti es may then be deposited with one of the ICSDs as common safekeeper Note that this does not necessari ly mean that the Securities will then be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem at an y time during their life. Such recognition will depen d upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
7. EU BENCHMARK REGULATION
EU Benchmarks Regulation: Article 29(2)statement on benchmarks: Applicable: Amounts payable under the Securities ar e calculated by reference to the relevant Benchmark w hich is provided by the relevant Administrator, as speci fied in the table below.
As at the date of these Final Terms, Solactive is i ncluded in the register of Administrators and Benchmarks
16 established and maintained by the European Securiti es and Markets Authority pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011, a s amended).
As far as the Issuer is aware, the transitional pro visions in Article 51 of the EU BMR apply, such that Solactive is not currently required to obtain authorisation/regi stration.
Benchmark Administrator Register
Solactive
Constant
Maturity
BUND 10Y
11am Yield
Index Solactive AG Included
17
Summary
Section A – Introduction and Warnings
Warnings
This summary should be read as an introduction to t he 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 th e national legislation of the Member State where th e claim is brought, be required to bear the costs o f translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initia ted.
Civil liability in any such Member State attaches t o the Issuer or the Guarantor solely on the basis o f this summary, including any translation hereof, b ut only if it is misleading, inaccurate or inconsistent whe n read together with the other parts of the Base Pr ospectus 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 Securities.
You are about to purchase a product that is not sim ple and may be difficult to understand.
Name and international securities identification nu mber (ISIN) of the securities Issue of EUR 30,000,000 Fixed Rate to Index Linked Interest Securities due 18 June 2038 - The securiti es are Notes. International Securities Identificati on Number (" ISIN "): FR0014018TF5.
Identity and contact details of the issuer
BNP Paribas Issuance B.V. (the " Issuer "), Parnassusweg 789, 1082 LZ Amsterdam, the Nether lands (telephone number: +31(0)88 738 0000). The le gal entity identifier of the Issuer is 7245009UXRIGIRYO BR48.
Identity and contact details of the offeror and / o r 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 Nether lands (telephone number: +31(0)88 738 0000).
Identity and contact details of the competent autho rity approving the prospectus
Autorité des Marchés Financiers (" AMF "), 17, place de la Bourse, 75082 Paris Cedex 02, F rance - +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 26-151 by the AMF, as s upplemented 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 i ssuer 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 78 9, 1082 LZ Amsterdam, the Netherlands. Legal entity id entifier (LEI): 7245009UXRIGIRYOBR48.
BNPP B.V.'s long term credit rating is A+ with a st able outlook (S&P Global Ratings Europe Limited) an d 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 an d/or acquire financial instruments of any nature an d 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 provision s of the Guarantee issued by BNPP, be exposed to the abi lity of BNPP Group entities to perform their obliga tions towards BNPP B.V.
Major shareholders
BNP Paribas holds 100 per cent. of the share capita l 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 As ma/Hugo Peek/Matthew Yandle.
Identity of the issuer's statutory auditors
Deloitte Accountants B.V. are the auditors of the I ssuer. Deloitte Accountants B.V. is an independent registered audit firm in the Netherlands. The relev ant auditors of Deloitte Accountants B.V. who have sign ed the independent auditor’s reports incorporated b y reference into the Base Prospectus are members of the Royal Netherlands Institute of Chartered Acc ountants (Koninklijke Nederlandse Beroepsorganisati e van Accountants).
What is the key financial information regarding the issuer?
Key financial information
18
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) 164,334,371,318 124,241,216,00 5 Current ratio (current assets/current liabilities) 1 1 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 informatio n 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 cr editworthiness of BNPP.
Section C - Key Information on the securities
What are the main features of the securities?
Type, class and ISIN Issue of EUR 30,000,000 Fixed Rate to Index Linked Interest Securities due 18 June 2038 - The securiti es are Notes. International Securities Identificati on Number (" ISIN "): FR0014018TF5.
Currency / denomination / par value / number of sec urities issued / term of the securities
The currency of the Securities is Euro ( "EUR" ). The Securities have a par value of EUR 1,000. 30 ,000 Securities will be issued. The Securities will be redeemed on 18 June 2038.
Rights attached to the securities
Negative pledge - The terms of the Securities will not contain a n egative pledge provision.
Events of Default - The terms of the Securities will contain events of default including non-payment, non-performance o r non-observance of the Issuer's or Guarantor's obligations in respect of the Securitie s; the insolvency or winding up of the Issuer or Gu arantor.
Governing law - The Securities are governed by French law.
Redemption: Unless the Notes have been early redeemed or purch ased and cancelled, on the Redemption Date each Hol der will receive a payment in cash in respect of each Note equal to the Notional Amoun t.
Coupon Rate:
In respect to (i)=1 to (i)=4, the fixed rate is equ al to 3 per cent.
In respect to (i)=5 to (i)=24:
(A) If the Solactive Constant Maturity BUND 10Y 11am Yi eld Index on the relevant Interest Valuation Date i s equal to or less than 3.31% then the coupon rate applicable in respect of the immediately follo wing Interest Payment Date shall be equal to the su m of (i) Interest Rate n and (ii) the sum of Interest Rate n in respect of any preceding coupon period for whic h no interest amount was paid since the immediately preceding coupon period for which an interest amount was paid or, if no interest amount has been paid, from and including the first coupon period;
(B) Otherwise, the coupon rate applicable in respect of the immediately following Interest Payment Date sh all be 0.00%.
19 Coupon Period: The period from (and including) a Coupon Period En d Date (or if none the Issue Date) to (but excludin g) the next (or first) Coupon Period End Date.
Automatic Early Redemption: If, on any Automatic Early Redemption Valuation Da te n, the Cumulative Coupon is greater than or equa l to the Automatic Early Redemption Percentage, the Securities will be redeemed on the corresponding Automatic Early Rede mption Date at an amount calculated 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 va lues applicable to the Coupon amounts which have accumulated on the prior Automat ic Early Redemption Valuation Date, plus (b) any in terest rate determined in respect of the Coupon amount which is scheduled to accumulate on the next Automatic Early Redemption Valuation Date.
“Automatic Early Redemption Percentage” means 18%
Issue Date 18 June 2026 Issue Price (per Note) 100.0 % Redemption Date 18 June 2038 Product Currency EUR Automatic Early Redemption Date Each Coupon Payment Date from and including the Coupon Payment Date due to fall on 18 December 2026 to and including the Coupon Payment Date due to fall on 18 December 2037. Notional Amount (per Note) EUR 1,000 Coupon Period End Date 18 June and 18 December in each year from and including 18 December 2026 to and including 18 June 2038. Solactive Constant Maturity BUND 10Y 11am Yield Index The rate appearing on Bloomberg page ‘SOLDE10E Index’ (or any successor page thereto) at approximately 11.00 a.m., Central European time on the relevant Coupon Determination Date. Coupon Payment Dates 18 June and 18 December in each year from and including 18 December 2026 to and including 18 June 2038, each date subject to adjustment as applicable. Interest Rate n 3% 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 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 - The Holders will, in respect of all Tranches in any Series, be grouped automatically for the defence of their common interests in a masse (the "Masse"). The Masse will act in part through a representative (the "Representative") and in part through a general meeting of the Holders (the "General Meeting") or decisions taken by written resolution (a "Written Resolution"). The names and addresses of the initial Representative of the Masse and its alternate are: Name and address of the Representative: SELARL MCM AVOCAT - 10 Boulevard Malesherbes, 75008 Paris, France - Tel: +33 1 53 43 36 00 - Fax: +33 1 53 43 36 01 – Contact: rmo@avocat-mcm.com Name and address of the alternate Representative: Maître Philippe MAISONNEUVE, Avocat - 10 Boulevard Malesherbes, 75008 Paris, France. 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 will be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the Official List of Luxembourg Stock Exchange. 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 unsecured obligations subject to such exceptions as may from time to time be mandatory under French law.
20 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 o f BNPP by any relevant regulator (including in a si tuation where the Guarantee itself is not the subject of su ch bail-in).
The Guarantor unconditionally and irrevocably guara ntees 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 Securities o n the date specified for such payment or performanc e the Guarantor will, in accordance with the Condit ions pay that sum in the currency in which such payment is due in immediately available funds or, as the ca se may be, perform or procure the performance of th e relevant obligation on the due date for such perfor mance.
Description of the guarantor
The Securities will be unconditionally and irrevoca bly guaranteed by BNP Paribas ("BNPP" or the "Guara ntor") pursuant to a French law deed of guarantee executed by BNPP 21 May 2026 (the "Guarantee").
The Guarantor was incorporated in France as a socié té anonyme under French law and licensed as a bank having its head office at 16, boulevard des Italien s
- 75009 Paris, France. Legal entity identifier (LEI ): R0MUWSFPU8MPRO8K5P83.
BNPP's long-term credit ratings are A+ with a stabl e outlook (S&P Global Ratings Europe Limited), A1 w ith a stable outlook (Moody's Deutschland GmbH) and AA- with a stable outlook (Fitch Ratings Irelan d Limited) (which is the long-term rating assigned to BNPP’s senior preferred debt by Fitch) and BNPP' s short-term credit ratings are A-1 (S&P Global Ratin gs Europe Limited), P-1 (Moody's Deutschland GmbH) and F1+ (Fitch Ratings Ireland Limited).
BNP Paribas SA is the parent company of the BNP Par ibas Group (together the "BNPP Group").
BNP Paribas’ organisation is based on three operating d ivisions: Corporate & Institutional Banking (CIB), Commercial, Personal Banking & Services (CPBS) and Investment & Protection Services (IPS).
Corporate and Institutional Banking (CIB): Global B anking, Global Markets and Securities Services.
Commercial, Personal Banking & Services (CPBS):
- Commercial & Personal banking in the Euro-zone: C ommercial & Personal Banking in France (CPBF), BNL banca commerciale (BNL bc), Commercial & Personal Banking in Italy, Commercial & Personal Ba nking in Belgium (CPBB) and Commercial & Personal B anking in Luxembourg (CPBL).
- Commercial & Personal Banking outside the Euro-zo ne, organised around: Europe-Mediterranean, coverin g Commercial & Personal Banking outside the Euro-zone, in particular in Central and Eastern Eur ope, Türkiye and Africa.
- Specialised Businesses: BNP Paribas Personal Fina nce, Arval and BNP Paribas Leasing Solutions, new d igital 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 Manage rs), BNP Paribas Real Estate and IPS Investments (m anagement of the BNP Paribas Group’s portfolio of unlisted and listed industrial and commercial in vestments).
As at 31 December 2025, the main shareholders were Société Fédérale de Participations et d'Investissem ent ("SFPI") a public-interest société anonyme (public limited company) acting on behalf of the Be lgian government state holding 5.7% of the share ca pital, BlackRock Inc. holding 7.1% of the share cap ital and Grand Duchy of Luxembourg holding 1.2% of the s hare capital.
Key financial information for the purpose of assess ing the guarantor's ability to fulfil its commitmen ts under the guarantee
Since 1 January 2023, BNP Paribas Group’s insurance entities have applied IFRS 17 « Insurance Contract s » 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
21
Balance sheet
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 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%
Total Capital Ratio 17% 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 cred it institutions, not netted of guarantees, includin g on-balance sheet and off-balance sheet and includ ing debt securities measured at amortised costs or at f air value through shareholders' equity reported (ex cluding insurance) and on gross outstanding loans t o customers and credit institutions, on-balance sheet and off-balance sheet and including debt securitie s measured at amortised costs or at fair value thro ugh shareholders' equity (excluding insurance) and incl uding the effects of IFRS 5 standard application in relation to Non current assets held for sale.
Most material risk factors pertaining to the guaran tor
1. A substantial increase in new provisions or a sh ortfall in the level of previously recorded provisi ons exposed to credit risk and counterparty risk co uld 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 un identified or unanticipated risks, which could lead to material losses.
3. The BNP Paribas Group may incur significant loss es on its trading and investment activities due to market fluctuations and volatility.
4. The BNP Paribas Group's access to and cost of fu nding could be adversely affected by a resurgence o f financial crises, worsening economic conditions, rating downgrades, increases in sovereign credit sp reads or other factors.
5. Adverse economic and financial conditions have i n the past and may in the future significantly affe ct the BNP Paribas Group and the markets in which i t operates.
6. Laws and regulations in force, as well as curren t and future legislative and regulatory development s, may significantly impact the BNP Paribas Group a nd the financial and economic environment in which it operates.
7. Should the BNP Paribas Group fail to implement i ts strategic objectives or to achieve its published financial objectives, or should its results not fo llow stated expected trends, the trading price of its securitie s could be adversely affected.
What are the key risks that are specific to the securities?
Most material risk factors specific to the securiti es
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 de pendent upon the performance of Solactive Constant Maturity BUND 10Y 11am Yield Index.
2. Risks related to disruption and adjustments:
Index Securities are linked to the performance of a n underlying index (an "Index"), which may referenc e various asset classes such as, equities, bonds, currency exchange rates or property price data, or could reference a mixture of asset classes. Investo rs in Index Securities face the risk of a broader s et of circumstances that mean that the assets underlying the Index do not perform as expected compared to an investment in conventional debt securities.
Accordingly, the return on an investment in Index S ecurities is more likely to be adversely affected t han an investment in conventional debt securities.
Exposure to indices, adjustment events and market d isruption or failure to open of an exchange may hav e an adverse effect on the value and liquidity.
3. Risks related to the trading markets of the secu rities:
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 redempti on date of the Securities. The possibility that the value a nd trading price of the Securities will fluctuate ( either positively or negatively) depends on a numbe r of factors, which investors should consider carefully before pu rchasing 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 gene rally.
These provisions permit defined majorities to bind all holders, including holders who did not attend a nd vote at the relevant meeting and holders who vot ed in a manner contrary to the majority.
22 Section D - Key Information on the offer of securities to the p ublic 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 tradin g on the Official List of 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 f or admission to trading
Person asking for admission to trading: BNP Paribas Issuance B.V. (the “Issuer”), Parnassusweg 789, 10 82 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 w ill 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 instr uments.
Estimated net proceeds: EUR 30,000,000
Underwriting agreement
No underwriting commitment is undertaken.
Most material conflicts of interest pertaining to t he offer or the admission to trading The Manager and its affiliates may also have engage d, and may in the future engage, in investment bank ing and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their respective affiliates in th e ordinary course of business.
Various entities within the BNPP Group (including t he Issuer and Guarantor) and Affiliates undertake d ifferent roles in connection with the Securities, i ncluding Issuer of the Securities and Calculation Agent of t he Securities and may also engage in trading activi ties (including hedging activities) relating to the Underlying and other instruments or derivative products based on or relating to the Underlying which may give ris e to potential conflicts of interest.
BNP Paribas, which acts as Manager and Calculation Agent is an Affiliate of the Issuer and the Guarant or and potential conflicts of interest may exist be tween it and holders of the Securities, including with re spect to certain determinations and judgments that the Calculation Agent must make. The economic inter ests of the Issuer and of BNP Paribas as Manager and Cal culation Agent are potentially adverse to Holders i nterests 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 S ecurities has an interest material to the offer, in cluding conflicting interests.