Book size: 3750; First Pay: 2026-08-16; Redemption: 2033-02-16; Registration: Reg S Only; Comments: EUR1.25bn PNC7 cpn fxd-rate-reset 5.625% at 100, yld 5.625%. Tax Call: Yes. Gross up Call: Yes;
Deal Comments
Hybrid Bond
Reoffer: PerpNC7: 5.625% / 100 / 5.625%
Final Books > €3.75bn. Peak book > €5.5bn.
Launched: PerpNC7: €1.25bn @ 5.625% - Final books > €3.75bn
Yield Set: 5.625% - Books > €4.1bn
Book Update: Books > €5.5bn
IPTs: 6.125%a
Issuer: BNP Paribas
Issuer Ratings: A1/A+/A+ (Moody's/S&P/Fitch)
Instrument: Perpetual Fixed Rate Resettable Additional Tier 1 Write-Down Notes
Expected Issue Ratings: Ba1/BBB-/BBB (Moody's/S&P/Fitch)
Settlement Date: 16-Feb-26 (T+5)
First Call Date: 16-Feb-33
Maturity: Perpetual NC7
Size: €1.25bn
Reoffer: Px 100
Ranking: Issuer intends Notes to be treated as additional tier 1 (AT1) capital. So long as the Notes qualify, fully or partly, as AT1 capital, the Notes are deeply subordinated notes (pursuant to Article L.228-97 of the French Commercial Code). If the Notes no longer qualify as AT1 capital or tier 2 (T2) capital, the Notes will automatically constitute direct, unconditional, unsecured and subordinated obligations (in accordance with Article L.613-30-3-I-5° of the French Monetary and Financial Code). If the Notes no longer qualify as AT1 capital but qualify, fully or partly, as T2 capital, the Notes will automatically constitute direct, unconditional, unsecured and subordinated obligations (in accordance with Article L.613-30-3-I-5° of the French Monetary and Financial Code).
Coupon: Fixed rate of 5.625% per annum from (and including) the Issue Date to (but excluding) the First Reset Date. Thereafter, coupon will be reset every 5 years to a fixed rate based on the then-applicable EUR 5-Year Mid-Swap Rate + the initial margin of 305.2bps (no step-up). Interest is payable semi-annually in arrear in equal installments on February 16 and August 16 of each year, commencing on 16-Aug-26 (subject to cancellation).
Reset Dates: 16-Feb-33 (the “First Reset Date”) and each fifth anniversary date thereafter.
Clean-Up Call: Not applicable.
Interest Cancellation: Coupon payment is at the full discretion of the Issuer and is subject to Distributable Items and Maximum Distributable Amount limits. Relevant Regulator may separately require coupon cancellation based on its assessment of the financial and solvency situation of the Issuer. Non-cumulative.
Contractual Loss Absorption Mechanism: Write-Down.
Trigger Event: If, at any time, Group CET1 Ratio is less than 5.125%.
Write-Down Upon Trigger Event: If a Trigger Event occurs, the Prevailing Outstanding Amount of the Notes will be written down by the relevant Write-Down Amount (such reduction being referred to as a “Write-Down”, and “Written Down” being construed accordingly), in accordance with the requirements set out in Article 54 of the CRR in effect as at the Issue Date. “Write-Down Amount” means, on any Write-Down Date, the amount by which the then Prevailing Outstanding Amount of each outstanding Write-Down Note is to be Written-Down, being the lower of: (a) the amount necessary to generate sufficient Common Equity Tier 1 items (as defined in the CRR) of the Issuer under the accounting framework applicable to the Issuer to restore the Group CET1 Ratio to the Trigger Level in respect of which a Trigger Event has occurred, taking into account the pro rata write-down or, as the case may be, conversion into equity, of the prevailing outstanding amount of all Other Loss Absorbing Instruments (if any) to be written down or converted concurrently (or substantially concurrently) with the Write-Down Notes in the manner contemplated in Condition 5.1.3, and (b) the amount that would reduce the Prevailing Outstanding Amount of each Write-Down Note to one cent of the Specified Currency, provided further that to the extent the reduction to, or, as the case may be, conversion of any Other Loss Absorbing Instrument is not, or by the relevant Write-Down Date will not be, effective for any reason: (i) the ineffectiveness of any such reduction or, as the case may be, conversion shall not prejudice the requirement to effect a reduction to the Prevailing Outstanding Amount pursuant to Condition 5.1 (Write-Down and Reinstatement); and (ii) the reduction to, or, as the case may be conversion of any Other Loss Absorbing Instrument which is not, or by the Write-Down Date will not be, effective shall not be taken into account in determining such reduction of the Prevailing Outstanding Amount.
Reinstatement: Following a Write-Down, the Issuer may, if a positive Group Net Income (the “Relevant Group Net Income”) is recorded, at any time while the Prevailing Outstanding Amount is less than the Original Principal Amount, at its discretion increase the Prevailing Outstanding Amount of each Write-Down Note (a “Reinstatement”) up to a maximum of its Original Principal Amount, subject to compliance with the Relevant Rules (including the Maximum Distributable Amount (if any)) and, for such purpose, the amount of such Reinstatement shall be aggregated together with other distributions or payments of the Issuer and the Group of the kind referred to in Article L.511-41-1-A X of the French Monetary and Financial Code (Code monétaire et financier) (implementing Article 141(2) of the CRD) or in provisions of the Relevant Rules relating to other limitations on distributions or payments, as amended or replaced, on a pro rata basis with all other Discretionary Temporary Loss Absorption Instruments (if any) which would, following such Reinstatement, constitute Additional Tier 1 Capital. For the avoidance of doubt, at no time may the Prevailing Outstanding Amount exceed the Original Principal Amount of the Write-Down Notes. This summary should be read together with Condition 5.1 (Write-Down and Reinstatement of Write-Down Notes), detailing, among other things, the consequence of a Write-Down and a Reinstatement.
Specified Denomination: EUR 200k.
Statutory Write-down or Conversion: By its acquisition of the Notes, each Noteholder acknowledges, accepts, consents and agrees, among other things, to be bound by the effect of the exercise of the Bail-in or Loss Absorption Power by the Relevant Resolution Authority.
Issuer Optional Redemption: On any Reset Date, at the Notes’ Original Principal Amount, together with any unpaid and uncancelled accrued interest.
Optional Redemption – Special Event: Upon the occurrence of certain tax events (including a Withholding Tax Event, Gross Up Event or Tax Deduction Event) and certain capital disqualification events (including a Capital Event or MREL/TLAC Disqualification Event) (each a “Special Event”), at the Notes’ Prevailing Principal Amount, together with any unpaid and uncancelled accrued interest.
Substitution and Variation: If a Special Event has occurred and is continuing, the Issuer may, at its option, without any requirement for the consent or approval of the, substitute all (but not some only) of the Notes or vary the terms of all (but not some only) of the Notes so that they become or remain Compliant Securities (subject to giving prior notice to the Noteholders and to regulatory permission if required).
Waiver of Set-Off: No Noteholder may at any time exercise or claim any right of set-off in respect of any Notes against any right, claim or liability the Issuer has or may have or acquire against such Noteholder.
Taxation: Gross-up of interest payment in the event a payment of interest by the Issuer in respect of the Notes is subject to French Taxes by way of withholding or deduction (save for certain exceptions).
Day Count: Actual/Actual (ICMA).
Target Market: Eligible counterparties and professional clients only, each as defined in the Directive 2014/65/EU (as amended, “MiFID II”), the FCA Handbook Conduct of Business Sourcebook and Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”), as applicable.
Governing Law: French law.
Form: Bearer dematerialized (au porteur) form.
Listing: Euro MTF market (Luxembourg Stock Exchange).
U.S. Sales Restrictions: Reg S Category 2. TEFRA not applicable.
Other Sales Restrictions: As per Notes Documentation.
Notes Documentation: The terms set out in this summary terms and conditions are subject entirely to the terms and conditions set forth in the Pricing Supplement and the Base Prospectus (including any supplement thereto) in connection with the Global Additional Tier 1 Notes Program. Any Notes, if purchased by you, will be evidenced solely by Notes Documentation, which supersede and replace the information set out in this summary terms and conditions.
Global Coordinator and Sole Bookrunner: BNP Paribas (B&D)
Joint Lead Managers (No Books): BayernLB, BBVA, Danske, IMI - Intesa Sanpaolo, Nordea, Nykredit, Santander, Standard Chartered
ISIN: FR0014016B43
Timing: Priced, TOE 14.33 UKT, FTT 14.55 UKT