Reoffer: 5.5NC4.5: MS+80bp / 99.822 / 3.171% 11NC10 Green: MS+120bp / 99.52 / 3.934%
Benchmark: 5.5NC4.5: OBL 2.2 10-Oct-30 @ 99.70% / B+90.5 / HR 95% 11NC10 Green: DBR 2.9 15-Feb-36 @ 101.615% / B+122.2 / HR 93%
Final Books: 5.5NC4.5: Final Books at reoffer €1.9bn (excl. JLM) 11NC10 Green: Final Books at reoffer €1.8bn (excl. JLM)
Launched: 5.5NC4.5: €1bn @ MS+80bp - Books above €2.8bn (excl. JLM) 11NC10 Green: €750m @ MS+120bp - Books above €2.3bn (excl. JLM)
Book Update: Combined Books above €4.3bn (excl. JLM)
IPTs: 5.5NC4.5: MS+110a 11NC10 Green: MS+145/150bp
Issuer: Commerzbank Aktiengesellschaft
Ticker: CMZB
LEI: 851WYGNLUQLFZBSYGB56
Issuer Rating: A1 (Stable)/A (Positive) (Moody's/S&P)
Exp. Issue Rating: Baa1/BBB (Moody's/S&P)
Format: Reg S (Category 2), Bearer
Status of the Notes:
5.5NC4.5: Non-Preferred Senior Notes (eligible liabilities (MREL))
11NC10 Green: Non-Preferred Senior Green Notes (eligible liabilities (MREL))
Size:
5.5NC4.5: €1bn
11NC10 Green: €750m
Settlement: 03-Mar-26 (T+5)
Reset Date / Call Redemption Date:
5.5NC4.5: 03-Sep-30
11NC10 Green: 03-Mar-36
Maturity:
5.5NC4.5: Interest Payment Date falling on or around 03-Sep-31
11NC10 Green: Interest Payment Date falling on or around 03-Mar-37
Reoffer:
5.5NC4.5: MS+80bp / 3.171% / 99.822%
11NC10 Green: MS+120bp / 3.934% / 99.52%
Benchmark:
5.5NC4.5: OBL 2.2 10-Oct-30 / 99.70% / B+90.5 / HR 95%
11NC10 Green: DBR 2.9 15-Feb-36 / 101.615% / B+122.2 / HR 93%
Coupon:
5.5NC4.5: 3.125% (short first coupon), fixed, Annual, ACT/ACT, ICMA following unadjusted until Reset Date, then Act/360, modified following adjusted
11NC10 Green: 3.875%, fixed, Annual, ACT/ACT, ICMA following unadjusted until Reset Date, then Act/360, modified following adjusted
Coupon Reset:
5.5NC4.5: If the Notes are not redeemed on the Call Redemption Date: 3-month Euribor plus 80bp p.a., payable quarterly in arrears on each Interest Payment Date from and including the Reset Date until the Maturity Date
11NC10 Green: If the Notes are not redeemed on the Call Redemption Date: 3-month Euribor plus 120bp p.a., payable quarterly in arrears on each Interest Payment Date from and including the Reset Date until the Maturity Date
Early Redemption: Early Redemption, in whole but not in part at the Option of the Issuer, for Regulatory Reasons, for Reasons of Taxation and for Minimal Outstanding Aggregate Principal Amount, at par, subject to the Conditions to Redemption and Repurchase being fulfilled, all as set out in the Base Prospectus
Early Redemption at the Option of the Issuer: Subject to the Conditions to Redemption and Repurchase being fulfilled, the Issuer may, on giving not less than 5 and not more than 60 days' prior notice to the Noteholders, redeem all, but not only some, of the outstanding Notes on the Call Redemption Date
Early Redemption for Minimal Outstanding Amount (Clean-up Call): Subject to the Conditions to Redemption and Repurchase being fulfilled, the Issuer may, at any time on giving not less than 30 and not more than 60 days' prior notice to the Noteholders, redeem in whole, but not only some, of the outstanding Notes, if at any time 75% or more of the aggregate principal amount of the Notes originally issued have been redeemed or repurchased by the Issuer and cancelled.
Use of Proceeds (11NC10 Green): An amount equivalent to the net proceeds will be used exclusively to finance or refinance, in whole or in part, eligible new and existing green assets in accordance with Commerzbank's Green Funding Framework, dated August 2024.
Denoms/Law: €100k + €100k / German
Docs: €90bn Medium Term Note Programme; Securities Note dated 23-May-25 and Registration Document dated 23-May-25, as supplemented on 18-Aug-25, 13-Nov-25 and 19-Feb-26 (together, the "Base Prospectus")
Listing: Frankfurt Stock Exchange, Regulated Market
ISIN/WKN:
5.5NC4.5: DE000CZ46CB5 / CZ46CB
11NC10 Green: DE000CZ46CA7 / CZ46CA
Global Coordinator: Commerzbank
Bookrunners: Commerzbank (B&D), CIBC Capital Markets, Credit Agricole CIB, Natixis, Santander, Societe Generale
Fees: The Banks will be paid a fee by the Issuer in respect of this transaction
Timing: TOE: 16:08 CET / FTT: 16:40 CET (5.5NC4.5) TOE: 16:07 CET / FTT: 16:40 CET (11NC10 Green)
Target Market: The manufacturer target market (MIFID II) product governance is professional investors and eligible counterparties (all distribution channels)
Advertisement & Links: The Securities Note is available and the Final Terms, when published, will be available at: https://investor-relations.commerzbank.com/debt-holders-information/emtn-programme/ The Registration Document, as supplemented is available at: https://investor-relations.commerzbank.com/debt-holders-information/registration-document
Green Funding Framework & Second Party Opinion (11NC10 Green): https://investor-relations.commerzbank.com/debt-holders-information/green-bonds The Green Funding Framework and the SPO do not form part of the offering materials, and any offer is made solely on the basis of the Base Prospectus and the Final Terms (once available)