1 / 14
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 5 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 1,500,000 "Share Linked Securities" due 3 June 2030
ISIN Code: XS3312376802
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. 26-151 on 21 May 2026
BNP Paribas Financial Markets S.N.C.
(as Manager)
Any person making or intending to make an offer of Notes may only do so in circumstances in which 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 prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
None of the Issuer, the Guarantor or any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.
2 / 14
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 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 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 conjunction with the Base Prospectus to obtain all the relevant information. A summary of the Securities is a nnexed to these Final Terms. The Base P rospectus and, any Supplement(s) to the Base Prospectus and these Final Terms are available for viewing at 1, Rue Laffitte, 75009, Paris, France and https://rates -
globalmarkets.bnpparibas.com/documents/legaldocs/resourceindex.htm .
References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such s eries of Securities, save as where otherwise expressly provided.
1. Issuer:
BNP Paribas Issuance B.V.
2. Guarantor:
BNP Paribas.
3. Trade Date, Series Number and
Tranche Number:
(a) Trade Date:
6 May 2026 (b) Series Number:
EI7052GOS
(c) Tranche Number:
1 4. Issue Date, Interest Commencement Date and Maturity Date:
(a) Issue Date:
5 June 2026 (b) Maturity Date:
3 June 2030
Business Day Convention for Maturity Date: Following 5. Aggregate Nominal Amount and
Issue Price:
(a) Aggregate Nominal Amount – Series:
EUR 1,500,000
(b) Aggregate Nominal Amount – Tranche:
EUR 1,500,000
(c) Issue Price of Tranche:
100 per cent. of the Aggregate Nominal Amount of the applicable Tranche.
6. Type of Securities:
(a) Notes
(b) Redemption/Payment Basis:
Share Linked Redemption
(c) Interest Basis:
Non-interest bearing
(d) The provisions of Annex 3 (Additional Terms and Conditions for Share Securities) shall apply.
Tax Gross -up: Condition 6.3 ( No Gross -up) applicable
3 / 14 7. Form of Securities:
Bearer.
New Global Note:
No.
Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event.
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
3.12):
The applicable Additional Business Centre for the purposes of the definition of " Business Day " in Condition 3.12 is T2.
(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:
Final Payout.
(b) Final Payout:
SPS Payouts:
Auto -Callable Products
Autocall Standard Securities:
Calculation Amount multiplied by:
(A) if FR Barrier Value is greater than or equal to the Final Redemption Condition Level, 100% + FR Exit Rate; or
(B) if FR Barrier Value is less than the Final Redemption Condition Level and no Knock -in Event has occurred, 100% + Coupon Airbag Percentage; or
(C) if FR Barrier Value is less than the Final Redemption Condition Level and a Knock -in Event has occurred, Min (100%, Final Redemption Value).
Strike Price Minimum Value: Applicable.
Where:
Basket has the meaning given to such term in item 26(a).
4 / 14
Coupon Airbag Percentage means 0.00 per cent.
Final Redemption Condition Level means 50 per cent.
Final Redemption Value means the Worst Value.
FR Barrier Value means, in respect of a SPS FR Barrier Valuation Date, the Worst Value.
FR Exit Rate means the FR Rate.
FR Rate means 54 per cent.
SPS FR Barrier Valuation Date means the Redemption Valuation Date.
SPS Redemption Valuation Date means the Redemption Valuation Date.
SPS Valuation Date means the SPS Redemption Valuation Date, the SPS FR Barrier Valuation Date or the Strike Date, as applicable.
Strike Days has the meaning given in the below table:
t Strike Days t 1 6 May 2026 2 20 May 2026
Strike Period means the period from and including 6 May 2026 to and including 20 May 2026.
Underlying Reference has the meaning given to such term in item 26(a).
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Price in respect of such day.
Underlying Reference Strike Price means, in respect of an Underlying Reference, the lowest Underlying Reference Closing Price Value for such Underlying Reference for all the Strike Days in the Strike Period.
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 Underlying Reference Strike Price.
Valuation Date means the Redemption Valuation Date.
Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation Date.
(c) Early Redemption
Amount:
Market Value less Costs.
13. Relevant Asset(s):
Not applicable.
14. Entitlement:
Not applicable.
15. Exchange Rates:
(a) Exchange Rate:
Not applicable.
5 / 14 (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 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 Security Agent:
BNP Paribas Financial Markets S.N.C.
20. Registrar:
Not applicable.
21. Calculation Agent:
BNP Paribas Financial Markets S.N.C.
Address (for the purpose of the Noteholder Account Information Notice):
20 boulevard des Italiens 75009 Paris, France 22. Governing law:
English Law
23. Masse provisions (Condition 18):
Not applicable.
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:
Applicable.
Share Securities: Applicable ETI Share Securities: Not applicable
(a) Share(s)/Share
Company/Basket
Company/GDR/ADR/ETI
Interest/Basket of ETI
Interests:
The Notes are linked to the performance of a basket (the "Basket" ) composed of 3 ordinary shares , or, if so indicated in the table below in the column Share k, another share type in the share capital of the relevant company (each an "Underlying Reference" or "Share" ) set out in the table below.
k Share k/Basket
Company Screen
Page/Bl
oomber
g Code ISIN Sha re Cur ren
cy Exchang
e
1 Taiwan
Semiconductor
Manufacturing
Co Ltd TSM UN US8740391
003 US
D The New
York
Stock
Exchange
2 STMicroelectro
nics NV STMPA
FP NL0000226
223 EU
R Euronext
Paris
3 Broadcom Inc AVGO
UW US11135F1
012 US
D Nasdaq
Stock
Market
(b) Relative Performance
Basket:
Worst performing.
(c) Share/ETI Interest
Currency:
As set out in item 26(a).
6 / 14 (d) ISIN of Share(s))/ETI
Interest(s):
As set out in item 26(a).
(e) Exchange(s):
As set out in item 26(a).
(f) Related Exchange(s):
All Exchanges.
(g) Exchange Business Day:
All Share Basis.
(h) Scheduled Trading Day:
All Share Basis.
(i) Weighting:
Not Applicable.
(j) Settlement Price:
Official closing price.
(k) Specified Maximum Days
of Disruption:
Eight (8) Scheduled Trading Days.
(l) Valuation Time:
As per Conditions.
(m) Redemption Valuation
Date:
20 May 2030 (n) Redemption on Occurrence of an
Extraordinary Event:
Delayed Redemption on Occurrence of an Extraordinary Event: Not
applicable
(o) Dividend Payment Not applicable.
(p) Share/ETI Interest
Correction Period:
As per Conditions.
(q) Listing Change:
Not applicable.
(r) Listing Suspension:
Not applicable.
(s) Illiquidity:
Not applicable.
(t) Tender Offer:
Applicable.
(u) CSR Event:
Not applicable.
27. ETI Linked Redemption Notes:
Not applicable.
28. Debt Linked Redemption Notes:
Not applicable.
29. Commodity Linked Redemption
Notes:
Not applicable.
30. Inflation Index Linked Redemption
Notes:
Not applicable.
31. Currency Linked Redemption Notes:
Not applicable.
32. Fund Linked Redemption Notes:
Not applicable.
33. Futures Linked Redemption Notes:
Not applicable.
34. Credit Securities:
Not applicable.
35. Underlying Interest Rate Linked
Redemption Notes:
Not applicable.
36. Partly Paid Notes:
The Securities are not Partly Paid Notes.
37. Instalment Notes:
Not applicable.
38. Illegality (Condition 10.1) and Force Majeure (Condition 10.2):
Illegality: redemption in accordance with Security Condition 10.1(d).
Force Majeure: redemption in accordance with Security Condition 10.2(b).
39. Additional, Optional Additional and CNY Payment Disruption Events:
7 / 14 (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
Insolvency Filing
(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:
Applicable.
"less than".
(a) SPS Knock -in Valuation:
Applicable.
Strike Price Minimum Value: Applicable.
Where:
Basket has the meaning given to such term in item 26(a).
Knock -in Value means the Best Value.
SPS Valuation Date means the Knock -in Determination Day.
Strike Days has the meaning given at item 12(b).
Strike Period has the meaning given at item 12(b).
Underlying Reference has the meaning given to such term in item 26(a) above.
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Price in respect of such day.
Underlying Reference Strike Price means, in respect of an Underlying Reference, the lowest Underlying Reference Closing Price Value for such Underlying Reference for all the Strike Days in the Strike Period.
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 Underlying Reference Strike Price.
Best Value means, in respect of a SPS Valuation Date, the highest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation Date .
(b) Level:
Not applicable.
(c) Knock -in Level/Knock -in Range Level/Knock -in Bottom Level/Knock -in Top Level/Individual Knock -in Level: 100 per cent.
8 / 14
Underlying Reference
Knock -in Level:
(d) Knock -in Period
Beginning Date:
Not applicable.
(e) Knock -in Period Beginning Date Day
Convention:
Not applicable.
(f) Knock -in Determination
Period:
Not applicable.
(g) Knock -in Determination
Day(s):
Redemption Valuation Date.
(h) Knock -in Period Ending
Date:
Not applicable.
(i) Knock -in Period Ending Date Day Convention:
Not applicable.
(j) Knock -in Valuation Time:
Not applicable
(k) Knock -in Observation
Price Source:
Not applicable.
(l) Disruption
Consequences:
Applicable.
41. Knock -out Event:
Not applicable.
ISSUER CALL OPTION, NOTEHOLDER PUT OPTION AND AUTOMATIC EARLY REDEMPTION
42. Issuer Call Option:
Not applicable.
43. Noteholder Put Option:
Not applicable.
44. Automatic Early Redemption:
Applicable.
(a) Automatic Early
Redemption Event:
Standard Automatic Early Redemption – Automatic Early Redemption
Event 1:
"greater than or equal to".
(b) Automatic Early
Redemption Payout:
SPS Automatic Early Redemption Payout:
NA x (AER Redemption Percentage + AER Exit Rate)
Where:
AER Exit Rate means, in respect of a SPS ER Valuation Date, the AER Rate.
AER Redemption Percentage means 106.75 per cent.
NA means the Calculation Amount.
Settlement Price Date means the Valuation Date.
SPS ER Valuation Date means the Settlement Price Date.
Valuation Date means the relevant Automatic Early Redemption Valuation Date.
(c) Automatic Early
Redemption Date(s):
Each date in the column headed " Automatic Early Redemption Date n" in the table in item 44(h) below.
9 / 14 (d) Automatic Early Redemption Level 1:
90 per cent.
(e) Automatic Early
Redemption Percentage:
Not applicable.
(f) AER Rate:
n x 3.375 per cent.
Where:
n means, in respect of the related Automatic Early Redemption Valuation Date n and the related Automatic Early Redemption Date n, the number in the column headed "n" in the table below.
(g) AER Exit Rate:
The AER Rate as set out in item 44(f) above.
(h) Automatic Early
Redemption Valuation
Date(s)/Period(s):
Each date in the column headed " Automatic Early Redemption Valuation Date n" in the table below.
n Automatic Early
Redemption Valuation
Date n Automatic Early Redemption Date n 1 22 February 2027 8 March 2027 2 20 May 2027 3 June 2027 3 20 August 2027 3 September 2027 4 22 November 2027 6 December 2027 5 22 February 2028 7 March 2028 6 22 May 2028 5 June 2028 7 21 August 2028 4 September 2028 8 20 November 2028 4 December 2028 9 20 February 2029 6 March 2029 10 21 May 2029 4 June 2029 11 20 August 2029 3 September 2029 12 20 November 2029 4 December 2029 13 20 February 2030 6 March 2030
(i) Automatic Early
Redemption Valuation
Time:
Not applicable.
(j) Observation Price
Source:
See item 26(a).
(k) Underlying Reference
Level 1:
Official close.
(l) Underlying Reference
Level 2:
Not applicable.
(m) SPS AER Valuation:
Applicable:
SPS AER Value 1: Worst Value
Strike Price Minimum Value: Applicable .
Where:
Automatic Early Redemption Valuation Date means each date specified as an Automatic Early Redemption Valuation Date n in the table in item 44(h).
Basket has the meaning given to such term in item 26(a).
SPS Valuation Date means each Automatic Early Redemption Valuation Date.
10 / 14
Strike Days has the meaning given at item 12(b).
Strike Period has the meaning given at item 12(b).
Underlying Reference has the meaning given to such term in item 26(a).
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Price in respect of such day.
Underlying Reference Strike Price means, in respect of an Underlying Reference, the lowest Underlying Reference Closing Price Value for such Underlying Reference for all the Strike Days in the Strike Period.
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 Underlying Reference Strike Price.
Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation Date.
(n) AER Event 1
Underlying(s):
As set out in item 26(a) above.
(o) AER Event 2
Underlying(s):
Not applicable.
(p) AER Event 1 Basket:
Not applicable.
(q) AER Event 2 Basket:
Not applicable.
(r) Target Automatic Early
Redemption Percentage:
Not applicable.
GENERAL PROVISIONS FOR VALUATION(S)
45. Strike Date, Strike Price, Averaging Date(s), Observation Period and
Observation Date(s):
(a) Strike Days:
As set out in item 12(b).
Strike Price: Not applicable.
(b) Averaging:
Averaging does not apply to the Securities.
(c) Observation Dates:
Not applicable.
(d) Observation Period:
Not applicable.
46. PROVISIONS RELATING TO
INTEREST (IF ANY) PAYABLE
(a) Interest:
Not applicable.
(b) Fixed Rate Provisions:
Not applicable.
(c) Floating Rate Provisions:
Not applicable.
(d) Zero Coupon Provisions:
Not applicable.
PRODUCT SPECIFIC PROVISIONS FOR LINKED INTEREST (IF APPLICABLE)
11 / 14 47. Linked Interest Notes:
Not applicable.
DISTRIBUTION
48. U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D 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:
Not applicable.
(i) Prohibition of Sales to EEA Retail Investors:
Not applicable.
(ii) Prohibition of Sales to UK Retail Investors:
Not applicable.
(iii) Prohibition of Sales to EEA Non Natural
Persons (where
Securities are held in a
retail account):
Not applicable.
(iv) 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 Iss uer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.
12 / 14
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
Application has been 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.
Estimate of total expenses related to admission to trading: EUR 2,500.00.
2. RATINGS
Ratings:
The Notes have not been rated.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER
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 offer of the Securities has an interest material to the offer.
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 1,500,000.00
(iii) Estimated total expenses:
See item 1 of this Part B above.
5. PERFORMANCE OF INDEX AND OTHER INFORMATION CONCERNING THE UNDERLYING REFERENCE OR
REFERENCE RATE
Share Website Bloomberg Screen
Page
Taiwan Semiconductor Manufacturing Co Ltd https://www.tsmc.com/english TSM UN Equity STMicroelectronics NV https://www.st.com/content/st_com/en.html STMPA FP Equity Broadcom Inc https://www.broadcom.com/ AVGO UW Equity
6. OPERATIONAL INFORMATION
(i) ISIN:
XS3312376802
(ii) Common Code:
331237680
(iii) CFI:
DEAVRB
(iv) FISN:
BNPPIBV/VARI NT NKG 20300603 BSKT
(v) Any clearing system(s) other than Euroclear and
Clearstream, Luxembourg
and Euroclear France approved by the Issuer and the Principal Paying Agent and the relevant identification
number(s):
Not applicable.
(vi) Delivery:
Delivery against payment.
(vii) Additional Paying Agent(s) (if
any):
Not applicable.
(viii) Intended to be held in a manner which would allow
Eurosystem eligibility:
No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Securities are capable of meeting them the Securities may then be deposited with one of the ICSDs as common safekeeper. 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
13 / 14 recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
7. EU BENCHMARKS REGULATION
EU Benchmarks Regulation: Article 29(2) statement on benchmarks: Not applicable.
14 / 14
ANNEX - ISSUE SPECIFIC SUM MARY
Summary
Section A - Introduction and Warnings
Warnings
This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms.
Any decision to invest in any Securities should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms.
Investors may be exposed to a partial or total loss of their investment.
Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a cou rt in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated.
Civil liability in any such Member State attaches to the Issuer or the Guarantor solely on the basis of this summary, includi ng any translation hereof, but only if it is misleading, inaccurate or inconsistent when read together with the other parts 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 information in order to aid investor s 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
EUR Quanto "Athena Worst -of" Notes relating to 3 Shares - The securities are Notes. International Securities Identification Number (" ISIN"): XS3312376802.
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 2026 under the approval number 26 -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/Matthew Ya ndle.
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
Income statement
Year Year -1 In € 31/12/2025 31/12/2024 Operating profit/loss 224,204 167,327
2 / 5
Balance sheet
Year Year -1 In € 31/12/2025 31/12/2024 Net financial debt (long term debt plus short term debt minus cash) 164,334,371,318 124,241,216,005 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 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
EUR Quanto "Athena Worst -of" Notes relating to 3 Shares - The securities are Notes. International Securities Identification Number (" ISIN"): XS3312376802.
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. 1,500 Securities will be issued. The Securities will be redeemed on 3 June 2030.
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.
The objective of this product is to provide you with a return based on the performance of underlying shares (each share, an U nderlying).
Unless the product has been redeemed early, the following provisions would apply.
On the Redemption Date you will receive in respect of each note:
1. If a Barrier Event has not occurred: a payment in cash equal to 154% of the Notional Amount.
2. If a Barrier Event has occurred:
a. If the Final Reference Price of the Best-Performing Underlying is greater than or equal to 100% of its initial Reference Price: a payment in cash equal to the Notional Amount.
b. If the Final Reference Price of the Best-Performing Underlying is less than 100% of its Initial Reference Price: a payment in cash equal to the Notional Amount decreased by the Performance of the Worst -Performing Underlying . In this case you will suffer a partial or total loss of the Notional Amount.
Automatic Early Redemption: If, on any Autocall Valuation Date, the closing price of each underlying is greater than or equal to 90% of its Initial Reference Price , the product will be redeemed on the corresponding Early Redemption Date. You will receive for each note a payment in cash equal t o the Notional Amount plus a premium based on the relevant Exit Rate
Where:
A Barrier Event shall be deemed to occur if the Final Reference Price of at least one Underlying is below the Barrier.
The Performance of an Underlying is the difference between its Final Reference Price and its Initial Reference Price, divided by its Initial Reference Price, expressed in absolute value .
The Best -Performing Underlying is the Underlying that shows the highest Final Reference Price when divided by its Initial Reference Pr ice.
The Worst -Performing Underlying is the Underlying that shows the lowest Final Reference Price when divided by its Initial Reference Price.
The Initial Reference Price of an Underlying is the lowest closing price of that Underlying on the Initial Lookback Dates.
The Final Reference Price of an Underlying is the closing price of that Underlying on the Redemption Valuation Date.
Strike Date 06 May 2026 Issue Price 100% Issue Date 05 June 2026 Product Currency EUR Redemption Valuation Date 20 May 2030 Notional Amount (per note) EUR 1,000 Redemption Date (maturity) 03 June 2030
Barrier 50% of the Initial Reference Price Autocall Valuation Date(s) See Annex Early Redemption Date(s) See Annex Exit Rate(s) See Annex Initial Lookback Date(s) 06 May 2026 and 20 May 2026
Underlying Bloomberg Code ISIN Taiwan Semiconductor Manufacturing Co Ltd TSM UN US8740391003 STMicroelectronics NV STMPA FP NL0000226223 Broadcom Inc AVGO UW US11135F1012
3 / 5
ANNEX
Automatic Early Redemption
Autocall Valuation Date(s) Early Redemption Date(s) Exit Rate(s) 22 February 2027 8 March 2027 10.1250% of the Notional Amount 20 May 2027 3 June 2027 13.50% of the Notional Amount 20 August 2027 3 September 2027 16.8750% of the Notional Amount 22 November 2027 6 December 2027 20.25% of the Notional Amount 22 February 2028 7 March 2028 23.6250% of the Notional Amount 22 May 2028 5 June 2028 27% of the Notional Amount 21 August 2028 4 September 2028 30.3750% of the Notional Amount 20 November 2028 4 December 2028 33.75% of the Notional Amount 20 February 2029 6 March 2029 37.1250% of the Notional Amount 21 May 2029 4 June 2029 40.50% of the Notional Amount 20 August 2029 3 September 2029 43.8750% of the Notional Amount 20 November 2029 4 December 2029 47.25% of the Notional Amount 20 February 2030 6 March 2030 50.6250% of the Notional Amount
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 - 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
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 Luxembourg Stoc k Exchange (Regulated Market).
Is there a guarantee attached to the securities?
Nature and scope of the guarantee
The obligations under the guarantee are senior preferred obligations (within the meaning of Article L.613 -30-3-I-3° of the French Code monétaire et financier) and unsecured obligations of BNPP and will rank pari passu with all its other present and future senior preferred and 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 reduced to reflect any such modification or reduction applied to liabilities of BNPP resulting from the application of a bail -in of BNPP by any relevant regulator (including in a situation where the Guarantee itself is not the subject of such bail -in).
The Guarantor unconditionally and irrevocably guarantees to each Holder that, if for any reason BNPP B.V. does not pay any su m payable by it or perform any other obligation in respect of any Securities on the date specified for such payment or performance the Guarantor will, in accordance with the Conditions pay that sum in the currency in which such payment is due in immediately available funds or, as the case may be, perform or procure the performan ce of the relevant obligation on the due date for such pe rformance.
Description of the guarantor
The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas (" BNPP " or the " Guarantor ") pursuant to an English law deed of guarantee executed by BNPP 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 Deuts chland GmbH) and AA - with a stable outlook (Fitch Ratings Ireland 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 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 Ba nking & Services (CPBS) and Investment & Protection Services (IPS).
Corporate and Institutional Banking (CIB) : Global Banking, Global Markets and Securities Services.
Commercial, Personal Banking & Services (CPBS):
- Commercial & Personal banking in the Euro -zone : Commercial & Personal Banking in France (CPBF), BNL banca commerciale (BNL bc), Commercial & Personal Banking in Italy, Commercial & Personal Banking in Belgium (CPBB) and Commercial & Personal Banking in Luxembourg (CPBL).
- Commercial & Personal Banking outside the Euro -zone, organised around : Europe -Mediterranean, covering Commercial & Personal Banking outside the Euro -zone, in particular in Central and Eastern Europe, Türkiye and Africa.
- Specialised Businesses : BNP Paribas Personal Finance, Arval and BNP Paribas Leasing Solutions, new digital businesses (in particular Nickel, Floa, Lyf) and BNP Paribas Personal Investors.
Investment & Protection Services (IPS): Insurance (BNP Paribas Cardif), 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 of 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 t he share capital and Grand Duchy of Luxembourg holding 1.2% of the share capit al.
4 / 5
Key financial information for the purpose of assessing the guarantor's ability to fulfil its commitments under the guarantee
Since 1 January 2023, BNP Paribas Group’s insurance entities have applied IFRS 17 « Insurance Contracts » and IFRS 9 « Financ ial Instruments », 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%
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 credit institutions, not netted of guarantees, including on -balance sheet and off -balance sheet and including debt securities measured at amortised costs or at fair value through shareholders' equity reported (exc luding insurance) and on gross outstanding loans to customers and credit institutions, on -balance sheet and off -balance sheet and including debt securities measured at amortised costs or at fair value through shareholders' equity (exclud ing insurance) and including 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 2. The BNP Paribas Group’s risk management policies, procedures and methods may leave it exposed to unidentified or unanticipate d risks, which could lead to material
losses
3. The BNP Paribas Group may incur significant losses on its trading and investment activities due to market fluctuations and vo latility 4. The BNP Paribas Group’s access to and cost of funding could be adversely affected by a resurgence of financial crises, worsen ing economic conditions, rating downgrades, increases in sovereign credit spreads or other factors 5. Adverse economic and financial conditions have in the past and may in the future significantly affect the BNP Paribas Group a nd the markets in which it operates 6. Laws and regulations in force, as well as current and future legislative and regulatory developments, may significantly impac t 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 return on the Securities depends on the performance of the Underlying Reference(s) and whether knock -in or knock out features apply. Auto -callable Products include automatic early redemption mechanisms. Depending on the applicable formula, if an automa tic early redemption event occurs investors may be exposed to a partial loss of their investment. Investors may be exposed to a partial or total loss of their investment.
2. Risks related to the underlying and its disruption and adjustments:
Unlike a direct investment in any Share(s), Stapled Share(s), GDR(s) and/or ADR(s) comprising the Underlying Reference(s) (to gether the " Share(s) "), an investment in Share Securities does not entitle Holders to vote or receive dividends or distributions (unless otherwise specified in the Fi nal Terms). Accordingly, the return on Share Securities will not be the same as a direct investment in the rel evant Share(s) and could be less than a direct investment.
Exposure to shares, similar market risks to a direc t investment in an equity, global depositary receipt ("GDR") or American depositary receipt ("ADR"), potential adjustment events or extraordinary events and market disruption or failure to open of an exchange may have an adverse effect on the valu e and liq uidity of the Securities.
3. Risks related to the trading markets of the securities:
The trading price of the Securities may be affected by a number of factors including, but not limited to, the relevant price, value or level of the Underlying Reference(s), the time remaining until the scheduled redemption date of the Securities, the actua l or implied volatility associated with the Underlying Reference(s) and the correlation risk of the relevant Underlying Reference(s). The possibility that the value and trading price of the Securities will fluctua te (either positively or negatively) depend s on a number of factors, which investors should consider carefully before purchasing or selling Securities.
4. Legal risks:
5 / 5 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 Luxembourg Stoc k Exchange (Regulated Market).
Estimate of the total expenses of the issue and/or offer, including estimated expenses charged to the investor by the issuer or the offeror
No expenses will be charged to the investors by the issuer.
Who is the offeror and/or the person asking for admission to trading?
Description of the offeror and / or person asking for admission to trading
Person asking for admission to trading : BNP Paribas Issuance B.V. (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 1,500,000
Underwriting agreement
No underwriting commitment is undertaken by the Offeror
Most material conflicts of interest pertaining to the offer or the admission to trading
The Manager and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial b anking transactions with, and may perform other services for, the Issuer and the Guarantor and their respective affiliates in the o rdinary course of business.
Various entities within the BNPP Group (including the Issuer and Guarantor) and Affiliates undertake different roles in conne ction with the Securities, including Issuer of the Securities and Calculation Agent of the Securities and may also engage in tradin g activities (including hedging activities) relating to the Underlying and other instruments or derivative products based on or relating to the Underlying which may give rise to potential conflicts of inter est.
BNP Paribas Financial Markets SNC, which acts as Manager and Calculation Agent is an Affiliate of the Issuer and the Guaranto r and potential conflicts of interest may exist between it and holders of the Securities, including with respect to certain determi nations and judgments that the Calculation Agent must make. The economic interests of the Issuer and of BNP Paribas Financial Markets SNC as Manager and 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.