Book size: 1450; First Pay: 2026-08-24; Redemption: 2031-08-24; Registration: Reg S Only; Comments: EUR500m NG Perpetual AT1, fxd-to-fixed, cpn 5.25% at 100, yld 5.25%. Tax Call: Yes. Clean-Up Call: 75%. LEI: LIU16F6VZJSD6UKHD557;
Deal Comments
Reoffer: 5.25% / 100.00
Launched: €500m @ 5.25% - Books above €3.4bn
Book Update: Books above €2.2bn at IPT
IPT: 5.75% area
Issuer: Nykredit Realkredit A/S
LEI: LIU16F6VZJSD6UKHD557
Issuer Ratings: A+ (stable) / A+ (stable) (S&P/Fitch)
Exp. Instrument Rating: BBB (Fitch)
Notes: Perpetual Non-cumulative Resettable Additional Tier 1 Capital Notes
Size: €500m
Format: Reg S, Uncertificated, dematerialized book-entry form through ES-CPH
Maturity: Perpetual
First Reset Date: 24-Aug-31
Coupon: 5.25% semi-annual
Price: 100.00
Status: Pari passu among themselves and other Additional Tier 1 Capital of the Issuer, senior to the Ordinary Shares, and junior to unsubordinated creditors of the Issuer and any other subordinated creditors of the Issuer other than creditors that rank pari passu with or junior to the Notes, as described in Condition 4 in the Documentation.
Optional Redemption: On the First Reset Date or on any Interest Payment Date thereafter, redeem all (but not some only) of the Notes, at the Outstanding Principal Amount, as described out in Condition 7(c) in the Documentation and subject to Condition 7(h).
Interest and Interest Payment Dates: From (and including) the Settlement Date to (but excluding)the First Reset Date, at an initial fixed interest rate of 5.25% p.a, payable semi-annually in arrear on 24 February and 24 August of each year, commencing on 24 August 2026. From (and including) the First Reset Date: Resets every five years to the 5-year Mid-Swap Rate plus the Margin (no step-up), with such sum converted from an annual basis to a semi-annual basis (subject to Reference Rate Replacement provisions).
Day Count Fraction: Annual Act/Act (ICMA)
Interest Cancellation: Any payment of interest shall be cancelled at the full discretion of the Issuer at any time (in whole or in part). Mandatory cancellation of interest (in whole or in part) if (i) the Issuer has insufficient Distributable Items (ii) the relevant payment made would cause a breach of any regulatory restriction or prohibitions on payments on the Notes related to any applicable Maximum Distributable Amount (iii) or otherwise so required by CRD/CRR, or the BRRD, or where the Relevant Regulator requires, as described in Condition 5(j) in the Documentation.
Trigger Event: The CET1 ratio of the Issuer, the Nykredit Realkredit Group and/or the Nykredit Group has fallen below 7.000 per cent (Trigger Event Threshold)
Write-down: Upon the occurrence of a Trigger Event, the Outstanding Principal Amounts shall be written down by the relevant amount to restore the CET1 ratio of the Issuer, the Nykredit Realkredit Group and/or the Nykredit Group, as applicable, to at least the Trigger Event Threshold on the relevant Write Down Date (any interest which has accrued up to (and including) the relevant Write Down Date shall be cancelled), as set out in Condition 6 in the Documentation.
Reinstatement: The Issuer may, at its discretion, subject to compliance with the CRD/CRR requirements, the Reinstatement Limit (which will be lower of the Available Reinstatement Amounts calculated for each of the Issuer and/or the Nykredit Realkredit Group and/or the Nykredit Group) and the CRD/CRR requirements, reinstate the Outstanding Principal Amount of the Notes up to the maximum of the Original Principal Amount of the Notes, as set out in Condition 6 in the Documentation.
Recognition of write down or conversion powers: Each Noteholder acknowledges and accepts that any liability arising under the Notes may be subject to (without limitation) the exercise of any Danish Statutory Loss Absorption Powers
Enforcement Events: Limited enforcement rights
Events of Default: No events of default
Special Events: Applicable, upon the occurrence of a Capital Event or a Tax Event, redeem all (but not some only) of the Notes, at the Outstanding Principal Amounts plus accrued interest, as set out in Condition 7(b) in the Documentation and subject to Condition 7(h) in the Documentation
Clean-up Redemption: Applicable, if at least 75 per cent. of the Original Principal Amount of the Notes have been purchased by, or on behalf of, the Issuer or any of its subsidiaries and, in each case, cancelled, redeem all (but not some only) of the Notes, at the Outstanding Principal Amounts plus accrued interest, as set out in Condition 7(d) in the Documentation and subject to Condition 7(h) in the Documentation
Substitution and Variation: Applicable, if a Special Event has occurred and is continuing, the Issuer may, at its option, 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 Qualifying Capital Notes (the terms Qualifying Capital Notes being not materially less favourable to the noteholders), as set out in Condition 7(g) in the Documentation and subject to Condition 7(h) in the Documentation.
Waiver of set-off rights: No right of set-off, netting or counterclaim against moneys owed by the Issuer in respect of the Notes
Documentation: Standalone Preliminary Offering Circular dated 16-Feb-26. The final Offering Circular, when published, will be available on the website of Euronext Dublin at https://live.euronext.com/en/markets/dublin
Listing: Global Exchange Market of Euronext Dublin (unregulated market)
Governing Law: Danish law
ISIN: DK0030564810
Denominations: €200,000 + 200,000 increments
Joint Lead Managers: BNP Paribas, Goldman Sachs International, J.P. Morgan, Morgan Stanley, Nykredit Bank
Target Market: MiFID II/UK MiFIR eligible counterparties and professionals only (all distribution channels). No EU or UK PRIIPs KID. FCA and Hong Kong CoCo Restriction.
Selling Restrictions: As set out in the Documentation
Fees: The Joint Lead Managers will be paid a fee by the Issuer with respect to this transaction
Books Close: 12:30 CET / 11:30 LDN
Pricing: 17-Feb-26
Settlement: 24-Feb-26 (T+5)