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FINAL VERSION APPROVED BY THE ISSUER
FINAL TERMS FOR CERTIFICATES
MiFID II product governance / Retail investors, professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties, professional clients a nd retail clients, each as defined in Directive 2014/65/EU (as amended, " MiFID II "); and (ii) all channels for distribution to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the Securi ties to retail clients are appropriate – investment advice, portfolio management, and non -advised sales, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or re commending the Securities (a " distributor ") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable 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 22 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
30,000 USD "Protected Note Issuers Call " Quanto Certificates relating to EURO STOXX 50® Index due 21 May 2031 under the Note, Warrant and Certificate Programme of BNP Paribas Issuance B.V., BNP Paribas and BNP Paribas Fortis Funding The Base Prospectus received approval no. 26 -153 on 21 May 2026
ISIN Code: XS3356402928
BNP Paribas Financial Markets S.N.C.
(as Manager)
Any person making or intending to make an offer of the Securities may only do so in circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or to supplement a pros pectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
None of the Issuer nor, the Guarantor or any Manager has 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 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 (the “ Supplements ”) (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provides for any change to the Conditions of the Securities such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) which togeth er 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
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KENNEDY, L -1855 Luxembourg and on the website of the Luxembourg Stock Exchange (www.bourse.lu).
References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such s eries of Securities, save as where otherwise expressly provided.
These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below. References herein to " Securities " shall be deemed to be references to the relevant Securities that are the subject of these Final Terms and references to " Security " shall be construed accordingly.
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SPECIFIC PROVISIONS FOR EACH SERIES
Series
Number Number of
Securities
issued Number of Securities ISIN Common Code Issue Price per Security Redemption Date CE48138EAG 30,000 30,000 XS3356402928 335640292 100% of the
Notional
Amount 21 May 2031
GENERAL PROVISIONS
The following terms apply to each series of Securities:
1. Issuer:
BNP Paribas Issuance B.V.
2. Guarantor:
BNP Paribas.
3. Trade Date:
7 May 2026 4. Issue Date and Interest
Commencement Date:
22 June 2026
5. Consolidation:
Not applicable.
6. Type of Securities:
(a) Certificates
(b) The Securities are Index Securities.
The provisions of Annex 2 (Additional Terms and Conditions for Index Securities) shall apply.
Unwind Costs: Applicable 7. Form of Securities:
Clearing System Global Security.
8. Business Day Centre(s):
The applicable Business Day Centre for the purposes of the definition of "Business Day" in Condition 1 is New York
9. Settlement:
Settlement will be by way of cash payment (Cash Settled Securities).
10. Rounding Convention for Cash
Settlement Amount:
Not applicable.
11. Variation of Settlement:
Issuer's option to vary settlement:
The Issuer does not have the option to vary settlement in respect of the Securities.
12. Final Payout:
SPS Payout:
SPS Vanilla Products Vanilla Call Securities
Constant Percentage 1 + Gearing*Max (Final Redemption Value - Strike Percentage, Floor Percentage)
Strike Price Closing Value: Applicable.
Where:
Constant Percentage 1 means 100 per cent.
Gearing means 150 per cent.
Strike Percentage means 100 per cent.
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Floor Percentage means 0 per cent.
Final Redemption Value means Underlying Reference Value.
"Underlying Reference" means as set out in §25(a) below.
Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference
Strike Price;
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.
Underlying Reference Strike Price means, in respect of an Underlying Reference, the Underlying Reference Closing Price Value for such Underlying Reference on the Strike Date.
SPS Valuation Date means the SPS Redemption Valuation Date or the Strike Date, as applicable.
SPS Redemption Valuation Date means the Redemption Valuation Date.
13. Relevant Asset(s):
Not applicable.
14. Entitlement:
Not applicable.
15. Exchange Rate:
Not applicable.
16. Settlement Currency:
The settlement currency for the payment of the Cash Settlement Amount is United States Dollar ( "USD" ).
17. Syndication:
The Securities will be distributed on a non -syndicated basis.
18. Minimum Trading Size:
Not applicable.
19. Agent(s):
(a) Principal Security Agent:
BNP Paribas Financial Markets S.N.C.
(b) Share/ETI Interest
Currency:
Not applicable.
20. Registrar:
Not applicable.
21. Calculation Agent:
BNP Paribas Financial Markets S.N.C.
20 boulevard des Italiens, 75009, Paris, France.
22. Governing law:
English Law
23. Masse provisions (Condition 9.4):
Not applicable.
PRODUCT SPECIFIC PROVISIONS
24. Hybrid Securities:
Not applicable.
25. Index Securities:
Applicable.
(a) Index/Basket of
Indices/Index
Sponsor(s):
The "Underlying Reference" is EURO STOXX 50® Index, (ISIN:
EU0009658145 / Bloomberg Code: SX5E).
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The relevant Index Sponsor is STOXX Limited or any successor thereto is the Index Sponsor.
The EURO STOXX 50® Index is a Multi -Exchange Index.
For the purposes of the Conditions, the Underlying Reference shall be deemed to be an Index.
(b) Index Currency:
EUR
(c) Exchange(s):
Multi -Exchange.
(d) Related Exchange(s):
EUREX.
(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:
Not applicable
(i) Specified Maximum Days
of Disruption:
Eight (8) Scheduled Trading Days.
(j) Valuation Time:
Conditions apply.
(k) Redemption on Occurrence of an Index
Adjustments Event:
Delayed Redemption on Occurrence of an Index Adjustment Event: Not applicable.
(l) Index Correction Period:
As per Conditions.
(m) Additional provisions applicable to Custom
Indices:
Not applicable.
(n) Additional provisions applicable to Futures
Price Valuation:
Not applicable.
26. Share Securities/ETI Share
Securities:
Not applicable.
27. ETI Securities:
Not applicable.
28. Debt Securities:
Not applicable.
29. Commodity Securities:
Not applicable.
30. Inflation Index Securities:
Not applicable.
31. Currency Securities:
Not applicable.
32. Fund Securities:
Not applicable.
33. Futures Securities:
Not applicable.
34. Credit Security Provisions:
Not applicable.
35. Underlying Interest Rate Securities:
Not applicable.
36. Preference Share Certificates:
Not applicable.
37. OET Certificates:
Not applicable.
XS3356402928
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Condition 7.2):
Illegality: redemption in accordance with Security Condition 7.1(d).
Force Majeure: redemption in accordance with Security Condition 7.2(b).
39. Additional Disruption Events and Optional Additional Disruption
Events:
(a) Additional Disruption Events: Applicable.
(b) The following Optional Additional Disruption Events apply to the Securities: Administrator/Benchmark Event.
(c) Redemption:
Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable.
40. Knock -in Event:
Not applicable.
41. Knock -out Event:
Not applicable.
42. EXERCISE, VALUATION AND
REDEMPTION
(a) Notional Amount of each
Certificate:
USD 1,000
(b) Partly Paid Certificates:
The Certificates are not Partly Paid Certificates.
(c) Interest:
Not applicable.
(d) Fixed Rate Provisions:
Not applicable.
(e) Floating Rate Provisions:
Not applicable.
(f) Linked Interest
Certificates:
Not applicable.
(g) Payment of Premium
Amount(s):
Not applicable.
(h) Index Linked Interest
Certificates
Not applicable.
(i) Share Linked/ETI Share
Linked Interest
Certificates:
Not applicable.
(j) ETI Linked Interest
Certificates:
Not applicable.
(k) Debt Linked Interest
Certificates:
Not applicable.
(l) Commodity Linked
Interest Certificates:
Not applicable.
(m) Inflation Index Linked
Interest Certificates:
Not applicable.
(n) Currency Linked Interest
Certificates:
Not applicable.
(o) Fund Linked Interest
Certificates:
Not applicable.
(p) Futures Linked Interest
Certificates:
Not applicable.
(q) Underlying Interest Rate
Linked Interest
Provisions:
Not applicable.
(r) Instalment Certificates:
The Certificates are not Instalment Certificates.
(s) Issuer Call Option:
Applicable - the Issuer may decide to redeem the Certificates in whole, but not in part, on the next following Optional Redemption Daten, at the
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(i) Optional
Redemption Date(s):
21 May 2027 (n=1), 22 May 2028 (n=2), 21 May 2029 (n=3) and 21 May
2030 (n=4)
(ii) Optional
Redemption
Valuation Date(s):
7 May 2027 (n=1), 8 May 2028 (n=2), 7 May 2029 (n=3) and 7 May 2030
(n=4)
(iii) Optional
Redemption
Amount(s):
SPS Call Payout:
NA x (Call Redemption Percentage + Call Exit Rate)
Where:
Call Redemption Percentage means 100%;
Call Exit Rate means Call Rate;
Call Rate means as set out in the table below:
n Call Rate
1 9%
2 18%
3 27%
4 36%
(iv) Minimum Notice
Period:
Not less than 3 Business Days prior to the selected Optional Redemption Date.
(v) Maximum Notice
Period:
Not applicable.
(t) Holder Put Option:
Not applicable.
(u) Automatic Early
Redemption:
Not applicable.
(v) Strike Date:
7 May 2026 (w) Strike Price:
Not applicable.
(x) Redemption Valuation
Date:
7 May 2031
(y) Averaging:
Averaging does not apply to the Securities.
(z) Observation Dates:
Not applicable.
(aa) Observation Period:
Not applicable.
(bb) Settlement Business
Day:
Not applicable.
(cc) Cut-off Date:
Not applicable.
(dd) Identification information of Holders as provided by Condition 29:
Not applicable.
DISTRIBUTION AND U.S. SALES ELIGIBILITY
XS3356402928
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Not applicable - the Securities may not be legally or beneficially owned by or transferred to any U.S. person at any time.
44. Additional U.S. Federal income tax
considerations:
The Securities are not Specified Securities for the purpose of Section 871(m) of the U.S. Internal Revenue Code of 1986.
45. Registered broker/dealer:
Not applicable.
46. TEFRA C or TEFRA Not Applicable:
TEFRA not applicable.
47. Non exempt Offer:
Not applicable.
48. Prohibition of Sales:
(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:
Not applicable.
(iv) Prohibition of Sales to UK Non Natural Persons:
Not applicable.
PROVISIONS RELATING TO COLLATERAL AND SECURITY
49. Secured Securities other than Notional Value Repack Securities:
Not applicable.
50. Notional Value Repack Securities:
Not applicable.
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.
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PART B - OTHER INFORMATION
1. Listing and Admission to trading - De listing 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.
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 Issue, Estimated Net Proceeds and Total Expenses (a) Reasons for the Issue:
See "Use of Proceeds" in the Base Prospectus.
(b) Estimated net proceeds:
USD 30,000,000.00
(c) Estimated total expenses:
The estimated total expenses are not available.
5. Performance of Underlying/Formula/Other Variable and Other Information concerning the Underlying Reference See Base Prospectus for an explanation of effect on value of Investment and associated risks in investing in Securities.
Information on the Index shall be available on the Index Sponsor website as set out in below.
Past and further performances of the Index are available on the Index Sponsor website as set out below, and its volatility ma y be obtained from the Calculation Agent by emailing dl.privatebanks@bnpparibas.com Place where information on the Underlying Index can be obtained: EURO STOXX 50®
Website: www.stoxx.com
6. Operational Information Relevant Clearing System(s): Euroclear and Clearstream Luxembourg.
If other than Euroclear Bank S.A./N.V., Clearstream Banking, S.A., Euroclear France, include the relevant identification number(s): CFI: DSCVVI 7. EU Benchmarks Regulation EU Benchmarks Regulation: Article 29(2)statement on benchmarks: Applicable: Amounts payable under the Securities are calculated by reference to the relevant Benchmark which is provided by the relevant Administrator, as specified in the table below.
As at the date of these Final Terms, the relevant Administrator is not included / included, as the case may be, in the register of Administrators and Benchmarks (the “ EU BMR Register ”) established and maintained by the European Securities and Markets Authority (" ESMA ") pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011, as amended) (the " EU Benchmarks Regulation "), as specified in the table below.
As far as the Issuer is aware, the transitional provisions in the EU Benchmarks Regulation apply, such that the relevant Administrator is not currently required to obtain authorisation/registration, provided that it has submitted an application for authori sation, registration, recognition or endorsement (as applicable) and unless and until such application has failed or been refused, as specified in the table below.
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Benchmark Administrator Register
EURO STOXX
50® STOXX Ltd. Included
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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, the capital protection applies only at Maturity.
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 inv estors 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
USD Quanto "Protected Note Issuers Call" Certificates linked to EURO STOXX 50® Index - The securities are Certificates. International Securities Identification Number (" ISIN"): XS3356402928.
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 N etherlands (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 -153 by the AMF, as supplemented from time to time.
Section B - Key information on the issuer
Who is the issuer of the securities?
Domicile / legal form / LEI / law under which the issuer operates / country of incorporation
BNPP B.V. was incorporated in the Netherlands as a private company with limited liability under Dutch law having its 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
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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) 164,334,371,318 124,241,216,005 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
USD Quanto "Protected Note Issuers Call " Certificates linked to EURO STOXX 50® Index - The securities are Certificates. International Securities Identification Number (" ISIN"): XS3356402928.
Currency / denomination / par value / number of securities issued / term of the securities
The currency of the Securities is United States Dollar ("USD"). The Securities have a par value of USD 1,000. 30,000 Securiti es will be issued. The Securities will be redeemed on 21 May 2031.
Rights attached to the securities
Negative pledge - The terms of the Securities will not contain a negative pledge provision.
Events of Default - The terms of the Securities will not contain events of default.
Governing law - The Securities are governed by English law.
The objective of this product is to provide you with a return based on the performance of an underlying index.
Unless the product has been redeemed early, the following provisions would apply.
On the Redemption Date you will receive in respect of each certificate:
1. If the Final Reference Price is greater than or equal to 100% of the Initial Reference Price: a payment in cash equal to t he Notional Amount increased by 150% of the Performance of the Underlying.
2. If the Final Reference Price is less than 100% of the Initial Reference Price: a payment in cash equal to the Notional Amo unt.
Optional Early Redemption: On any Optional Redemption Date, and after a prior notice given by the issuer, the product may be redeemed in whole and you w ill receive for each certificate a payment in cash equal to the Notional Amount plus a premium based on the relevant Exit Rate.
Where:
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 Initial Reference Price is the closing price of the Underlying on the Strike Date.
The Final Reference Price is the closing price of the Underlying on the Redemption Valuation Date.
Strike Date 07 May 2026 Issue Price 100% Issue Date 22 June 2026 Product Currency USD Redemption Valuation Date 07 May 2031 Notional Amount (per certificate) USD 1,000 Redemption Date (maturity) 21 May 2031
Optional Redemption Date(s) 21 May 2027, 22 May 2028, 21 May 2029 and 21 May 2030 Exit Rate(s) 9%, 18%, 27% and 36% of the Notional
Amount
Underlying Bloomberg Code
EURO STOXX 50® SX5E
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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 th e performance 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 E nglish 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 Banking & S ervices (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 Parib as 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 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 « Financ ial Instruments », deferred for these entities until IFRS 17 comes into force.
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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 (excluding 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 the capital protection applies onl y at Maturity.
2. Risks related to the underlying and its disruption and adjustments:
Index Securities are linked to the performance of an underlying index (an "Index"), which may reference various asset classes such as, equities, bonds, currency exchange rates or property price data, or could reference a mixture of asset classes. Investors in Index Securities face the risk of a broader set of circumstances that mean that the assets underlying the Index do not perform as expected compared to an investment in conventional debt secu rities. Accordingly, the return on an investment in Index Secu rities is more likely to be adversely affected than an investment in conventional debt securities.
Exposure to indices, adjustment events and market disruption or failure to open of an exchange may have an adverse effect on the value and liquidity of the Securities.
3. Risks related to the trading markets of the securities:
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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 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 N etherlands (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: USD 30,000,000
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 conflict s of interest.
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 ad verse 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.