FINAL VERSION APPROVED BY THE ISSUER
FINAL TERMS FOR NOTES
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 23 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 2,000,000 Fixed Rate to Underlying Interest Rate Linked Interest Notes due 23 June 2032
ISIN Code: FR00140196L4
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. 2 6-151 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 2 1 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 (t he "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 conjunc tion 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 Supplements to the Base Prospectus and these Final Terms 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.
1. Issuer: BNP Paribas Issuance B.V.
2 2. Guarantor: BNP Paribas 3. Trade Date, Series Number and
Tranche Number:
(a) Trade Date: 9 June 2026 (b) Series Number: FINTE 27097 CI (c) Tranche Number: 1 4. Issue Date, Interest Commencement Date and Maturity Date:
(a) Issue Date: 23 June 2026 (b) Interest Commencement Date The Issue Date (c) Maturity Date: 23 June 2032 (the " Scheduled Maturity Date ") Business Day Convention for Maturity Date: Modified
Following
5. Aggregate Nominal Amount and
Issue Price:
(a) Aggregate Nominal Amount – Series: EUR 2,000,000 (b) Aggregate Nominal Amount – Tranche: EUR 2,000,000 (c) Issue Price of Tranche: 100.00 per cent. of the Aggregate Nominal Amount of the applicable Tranche.
6. Type of Securities: (a) Notes (b) Redemption/Payment Basis:
Redemption at par (c) Interest Basis:
Fixed Rate to Underlying Interest Rate Linked
Interest
(d) The provisions of Annex 11 ( Additional Terms and Conditions for Underlying Interest Rate Securities )
shall apply
Tax Gross -up: Condition 6.3 ( No Gross -up) applicable 7. Form of Securities: Dematerialised bearer form ( au porteur )
3
Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such
Talons mature):
No.
8. Business Days/Payment Days:
(a) Additional Business Centre(s) (Condition 3.1 2) The applicable Additional Business Centre for the purposes of the definition of "Business Day" in Cond ition 3.12 is a T 2 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 Settled 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: Calculation Amount x 100.00 per cent.
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 Settlement Currency Exchange Rate: Not applicable 16. Specified Currency and Settlement
Currency:
4 (a) Specified Currency: EUR as defined in the definition of "Relevant Currency" in Condition 13 ( Definitions ) (b) Settlement Currency: EUR as defined in the definition 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): Full Masse Name and address of the Representative:
SELARL MCM AVOCAT
Contact : rmo@avocat -mcm.com 10 Boulevard Malesherbes, 75008 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 Boulevard Malesherbes, 75008 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 annum plus VAT
PRODUCT SPECIFIC PROVISIONS FOR REDEMPTION
24. Hybrid Linked Redemption Notes: Not applicable 25. Index Linked Redemption Notes: Not applicable 26. Share Linked Redemption Notes/ETI Share Linked Redemption Notes: Not a pplicable 27. ETI Linked Redemption Notes: Not applicable 28. Debt Linked Redemption Notes: Not applicable
5 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 Condition
10.2(b)
39. Additional, Optional Additional and CNY Payment Disruption
Events:
(a) Additional Disruption Events and Optional
Additional Disruption
Events: (a) Additional Disrup tion Events: A pplicable (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
ISSUER CALL OPTION, NOTEHOLDER PUT OPTION AND AUTOMATIC EARLY
REDEMPTION
6 42. Issuer Call Option: Not a pplicable 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 the Cumulative Coupon is equal to or greater than the Target 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 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 Period.
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.
(c) Automatic Early Redemption Date(s): Each Interest Payment Date from and including the Interest Payment Date due to fall on 23 June 2027 to and including the Interest Payment Date due to fall on 23 June 2031 .
(d) Automatic Early Redemption Level 1: Not applicable (e) Automatic Early Redemption Percentage: 15.40 per cent.
(f) AER Rate: Not applicable (g) AER Exit Rate: Not applicable (h) Automatic Early
Redemption Valuation
Date(s)/Period(s): Two (2) Business Days prior to the relevant Automatic Early Redemption Date .
7 (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: Not applicable (n) AER Event 1 Underlying(s): Not applicable (o) AER Event 2 Underlying(s): Not applicable (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): 23 June in each year from and including 23 June 2027 to and including 23 June 2032 (iii) Business Day Convention for None (iv) Interest Payment Date(s): 23 June in each year from and including 23 June 2027 to and including 23 June 2032 (v) Business Day
Convention for
Interest Payment
Date(s): Modified Following
8 (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: 30/360, unadjusted
(xi) Determination
Dates: Not applicable (xii) Accrual to Redemption: Not Applicable (xiii) Rate of Interest: Fixed Rate to Linked Interest (xiv) Coupon Rate: Applicable from and including 23 June 2029 to but excluding 23 June 2032
Where:
FI Rate i means:
FI Rate 1 means the Underlying Reference Rate with a maturity of 30 years FI Rate 2 means the Underlying Reference Rate with a maturity of 5 years Gearing i means:
100.00 per cent. in respect of FI Rate 1; and minus 100.00 per cent. in respect of FI Rate 2 Global Cap is Not applicable
9 Global Floor is Not applicable Global Margin means 0.00 per cent.
Local Cap is Not applicable Local Floor means 0.00 per cent.
n means 2 (b) Fixed Rate Provisions: Applicable from and including the Interest Commencement Date to but excluding 23 June 2029 (i) Fixed Rate of Interest: 4.80 per cent. per annum (ii) Fixed Coupon Amount: Not applicable (iii) Zero Coupon 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: Applicable (a) Hybrid Linked Interest Notes: Not applicable (b) Index Linked Interest Provisions: Not applicable (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
10 (i) Fund Linked Interest Provisions: Not applicable (j) Futures Linked Interest Provisions: Not applicable (k) Underlying Interest Rate
Linked Interest
Provisions Applicable from and including 23 June 2029 to but excluding 23
June 2032
(i) Underlying
Interest
Determination
Date(s): Two (2) Business Days prior to the end of the relevant Interest
Period
(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) Underlyi
ng Reference
Rate: CMS Rate
(b) Specified
Time: 11:00 am, Frankfurt time
(c) Relevant
Screen Page: Reuters ‘ICESWAP2’ (or any successor page thereto)
(d) Relevant
Currency: EUR
(e) Relevant
Swap Rate: As per the Conditions
(f) Relevant
Financial Centre: Frankfurt
(g) Designat
ed Maturity: 30 years in respect of FI Rate 1; and 5 years in respect of FI Rate 2;
(B) ISDA
Determination Not applicable
(iii) Underlying
Margin(s): Not applicable
11
(iv) Minimum
Underlying
Reference Rate: Not applicable
(v) Maximum
Underlying
Reference Rate: 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 a pplicable 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 (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 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
12 contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.
13
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 TOTAL
EXPENSES
(i) Reasons for the offer See "Use of Proceeds" in the Base Prospectus (ii) Estimated net proceeds: EUR 2,000,000 (iii) Estimated total expenses: Not applicable
5. PERFORMANCE OF THE UNDERLYING REFERENCE AND OTHER
INFORMATION REGARDING THE UNDERLYING REFERENCE
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
(i) ISIN: FR00140196L4
(ii) Common Code: 341268699 (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
14 (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 Securities may then be deposited with one of the ICSDs as common safekeeper Note that this does not necessarily mean that the Securities will then be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem at any time during their life. Such reco gnition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
15
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 (if any) 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 part s of the 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 informat ion in order to aid investors when considering whether to invest in the Securities.
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 2,000,000 Fixed Rate to Underlying Interest Rate Linked Interest Securities due 23 June 2032 - The securities are Notes. International Securities Identification Number (" ISIN"): FR00140196L4 .
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 2 6-151 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 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 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 and Mat thew Yandle.
Identity of the issuer's statutory auditors
Deloitte Accountants B.V. are the auditors of the Issuer. Deloitte Accountants B.V. is an independent registered audit firm i n 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
16
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) 164,334,371,318 124,228,254,05 7 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 2,000,000 Fixed Rate to Underlying Interest Rate Linked Interest Securities due 23 June 2032 . - The securities are Notes. International Securities Identification Number (" ISIN"): FR00140196L4 .
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. 2,000 Securities will be issued. The Securities will be redeemed on 23 June 2032 .
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 French law.
Redemption: Unless the Notes have been early redeemed or purchased and cancelled, on the Redemption Date each Holder will receive a payme nt in cash in respect of each Note equal to the Notional Amount.
Coupon Rate:
During the period from and including 23 June 2026 to but excluding 23 June 2029, the Coupon Rate in respect of the relevant Coupon Period will be 4.80% per annum, and payable on the Coupon Payment Date.
During the period from and including 23 June 2029 to but excluding 23 June 2032 , the Coupon Rate in respect of the relevant Coupon Payment Date will be EUR CMS 30Y - EUR CMS 5Y , subject to a minimum Coupon Rate of 0.00% per annum. Each such Coupon Rate will be determined on the day that is two Business Days prior to the final day of the relevant Coupon Period.
Coupon Period: The period from (and including) a Coupon Period End Date (or if none the Issue Date) to (but excluding) the next (or first) C oupon Period End Date.
17 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 amoun t 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 C oupon amounts which have accumulated on the prior Automatic Early Redemption Valuation Date, plus (b) any interest 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 1 5.40%.
Issue Date 23 June 2026 Issue Price (per Note) 100% Redemption Date 23 June 2032 Product Currency EUR Automatic Early Redemption Valuation Date Two (2) Business Days prior to the end of the relevant Coupon Period . Notional Amount (per Note) EUR 1,000 Automatic Early Redemption Date Each Coupon Payment Date from and including the Coupon Payment Date due to fall on 23 June 2027 to and including the Coupon Payment Date due to fall on 23 June 2031 . EUR CMS 5Y The EUR interest rate swap with a maturity of 5 years which appears on Reuters ‘ICESWAP2’ (or any successor page thereto) at 11:00 a.m., Frankfurt time.
Coupon Period End Date 23 June in each year from and including 23 June 2027 to and including 23 June 2032. EUR CMS 30Y The EUR interest rate swap with a maturity of 30 years which appears on Reuters ‘ICESWAP2’ (or any successor page thereto) at 11:00 a.m., Frankfurt time .
Coupon Payment Dates 23 June in each year from and including 23 June 2027 to and including 23 June 2032 , 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 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 - The Holders will, in respect of all Tranches in any Series, be grouped automatically for the defence of their common interest s 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 H olders (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 MA ISONNEUVE, 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 o f 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 unsecur ed oblig ations 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 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 su m 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 p rocure the performance of the relevant obligation on the due date for such perf ormance.
18
Description of the guarantor
The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas ("BNPP" or the "Guarantor") pursuant to a Fr ench law deed of guarantee executed by BNPP on 21 May 2026 (the "Guarantee"). Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83. 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.
BNPP's long term credit ratings are A+ with a stable outlook (S&P Global Ratings Europe Limited), A1 with a stable outlook (M oody'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 ’ organisation is based on three operating divisions: Corporate & Institutional Banking (CIB), Commercial, Personal Banking & 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 (C PBL).
- 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, Ly f) 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
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% (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
19 (**) 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 r isk 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 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, wor sening economic conditions, rating downgrades, increases in sovereign credit spreads or other factors.
5. Adverse economic and financial conditions have in the past and may in the future significantly affect on the BNP Paribas Grou p 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 im pact 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 5Y and EUR CMS 30Y .
2. Risks related to disruption and adjustments:
If an Administrator/Benchmark Event occurs, the Securities may be subject to adjustment or early redemption. Such consequence s 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 will fluc tuate (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 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 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 u sed to maintain positions in options or futures contracts or other hedging instruments.
Estimated net proceeds: EUR 2,000,000
Underwriting agreement
No underwriting commitment is undertaken.
20 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 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 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 inter est 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 intere st material to the offer, including conflicting interests.