Book size: 3450; First Pay: 2026-05-26; Registration: Reg S Only; Comments: EUR1.5bn Perpetual Hybrid, fxd-to-fxd cpn 3.79% at 99.966, yld 3.80%. Spread: 150.4bps vs. DBR 0 02/15/31 (@89.314). Tax Call: Yes. Clean-Up Call: 75%. MWC: B+25. Par Call: 3m. First Reset Date: 5/26/2031. LEI: 529900S21EQ1BO4ESM68;
Deal Comments
Reoffer: PerpNC5.25: 3.800% (annual yield) / 3.790% coupon at 99.966
Benchmark: PerpNC5.25: DBR 0 15-Feb-31 @ 89.314 / B+150.4bp | Initial Margin: 134.5bp
Final Books: > 3.45bn @ final yield
Launched: PerpNC5.25: €1.5bn @ 3.800% | Books €4.2bn+ (pre-rec)
IPTs: PerpNC5.25: 4.250%/4.375% area (annual yield)
Issuer: TotalEnergies SE
Ticker: TTEFP
Country: FR
LEI: 529900S21EQ1BO4ESM68
Issuer Ratings: Aa3 (Stable) / A+ (Stable) (Moody's/S&P)
Expected Issue Ratings: A2/A- (Moody's/S&P)
Anticipated Equity Credit: 50% by Moody's / 50% by S&P (until First Reset Date)
Status: Direct, unconditional, unsecured and deeply subordinated obligations, senior to equity, pari passu with outstanding deeply subordinated obligations
Format: Reg S (Cat.2) Bearer, €-denominated Fixed Rate Resettable Notes
Size: €1.5bn
Maturity: Undated Non-call 5.25 Year
Reoffer: 3.800% (annual yield) / 99.966
Initial Margin: 134.5bp
Benchmark: DBR 0 15-Feb-31 @ 89.314 / B+150.4bp
Pricing Date: 19-Feb-26
Settlement Date: 26-Feb-26 (T+5)
Initial Redemption Date: 26-Feb-31 (3 months before the First Reset Date)
First Reset Date, and subsequent Reset Dates: 26-May-31 and each date falling on the fifth annual anniversary thereafter
Coupon: 3.790% Coupon Fixed rate, payable annually in arrear until First Reset Date; then resets on First Reset Date and every 5 years at € 5 year Mid-swaps + Initial Margin + step ups (when applicable) (subject to benchmark discontinuation provisions)
First Step-Up Date (+25 bps): 26-May-36
Second Step-Up Date (+75 bps – i.e. +100bps cumulative): 26-May-51
Optional Par Call: The Issuer will have the right to redeem all of the Notes (but not some only) on any day at any time from and including in the period commencing on the Initial Redemption Date (3 months before the First Reset Date) to and including the First Reset Date or upon any Interest Payment Date thereafter, at par (together with accrued interest and Arrears of Interest (including any Additional Interest Amounts thereon)).
Interest Payment Dates: Annually in arrear on 26 May, commencing on 26-May-26, short first coupon
Optional Interest Deferral: The Issuer may, at any time and at its sole discretion, elect to defer in whole or in part the payment of interest accrued on the Notes in respect of any Interest Period. Cumulative and compounding in accordance with the terms and conditions of the Notes and subject to applicable laws and regulations.
Payment of Arrears of Interest: Arrears of Interest (together with any Additional Interest Amount) may at the option of the Issuer be paid, in whole or in part, at any time, provided that all Arrears of Interest (together with the corresponding Additional Interest Amounts) in respect of all Deeply Subordinated Notes of any Series for the time being outstanding shall become and due and payable in whole, but not in part, on whichever is the earliest of (i) the 10th Business Day following a Mandatory Payment Event, (ii) the next scheduled Interest Payment Date of which the Issuer does not elect to defer all or part of the interest accrued during the relevant Interest Period (iii) the date on which the Deeply Subordinated Notes are redeemed; or (iv) the date upon which a judgment is made for the judicial liquidation (liquidation judiciaire) of the Issuer, or in the event of a transfer of the whole of the business (cession totale de l'entreprise) of the Issuer subsequent to the opening of a judicial recovery (redressement judiciaire) or in the event of the voluntary dissolution of the Issuer or if the Issuer is liquidated for any other reason (and in all cases listed above other than pursuant to a consolidation, amalgamation or merger or other reorganisation outside the context of an insolvency and where the resulting entity assumes the obligations of the Issuer under the Deeply Subordinated Notes).
Early 101% Redemptions: At any time upon an Equity Credit Rating Event, Tax Deduction Event or Accounting Event, at 101% at any time until and excluding the Initial Redemption Date, at par thereafter (in whole but not in part)
Make Whole Redemption: At any time (other than during the period from and including 3 months prior to the First Reset Date and including the First Reset Date or upon any subsequent Interest Payment Date) in whole (but not some only) at the Make-whole Redemption Amount B+25bp
Early Par Redemptions: At any time at par, upon a Gross-Up Event, Clean-Up Call Option (≥75%) or a Withholding Tax Event
Substitution & Variation: Upon the occurrence of a Tax Deduction Event, a Gross-up Event, a Withholding Tax Event, an Accounting Event or an Equity Credit Rating Event, as an alternative to an early redemption, at any time, without the consent of the noteholders and couponholders, (a) exchange the relevant notes for new notes or (b) vary the terms of the relevant notes in accordance with the terms and conditions of the Notes as set out in the Debt Issuance Programme Prospectus.
Accounting Treatment: IFRS Equity
Replacement Language: Intention-based valid until the Second Step-up Date, subject to customary carve-outs (non-binding)
Day Count Fraction: ACT/ACT (ICMA)
Payment Days: Following, unadjusted
Business Days: T2
Denominations: €100,000 + €1,000
ISIN: XS3305214903
Listing: Euronext Paris
Governing Law: English law, except for the Status and subordination under French law
Clearing System: Euroclear / Clearstream Luxembourg
Documentation: Debt Issuance Programme Prospectus, dated 05-Sep-25 and its two supplements (dated 31-Oct-25 & 13-Feb-26) and Final Terms when available
Active Bookrunners: BBVA, HSBC, IMI-Intesa Sanpaolo, J.P. Morgan (B&D), Mizuho, Société Générale
UoP: General Corporate Purposes
Selling Restrictions: As set out in the Base Prospectus dated 05-Sep-25
Target Market: The manufacturer target market (MIFID II / UK MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or in the UK
Advertisement: The Debt Issuance Programme Prospectus is available and its two supplements (dated 31-Oct-25 & 13-Feb-26) and the Final Terms when published will be available on the website of the AMF (http://www.amf-france.org) and the Issuer (https://totalenergies.com/investors/bonds/bond-issues)
Timing: TOE: 16.37 CET / 15.37 UKT | FTT: 17.00 CET / 16.00 UKT