Form: Reg S, uncertificated, dematerialised book-entry form (anotaciones en cuenta)
Use of Proceeds: An amount equal to the net proceeds of the Notes will be used for Green eligible projects that meet the eligibility criteria outlined in the Issuer’s Green, Social and Sustainability Bond Framework. The Issuer's Green, Social and Sustainability Bond Framework follows the ICMA Green Bond Principles: https://www.kutxabank.com/cs/Satellite/kutxabank/en/investor_relations/fixed_income/sustainable-financing
Currency: Euro (“EUR”)
Size: €500m WNG
Pricing Date: 01-Jun-26
Settlement Date: 10-Jun-26 (T+7)
Maturity Date: 10-Jun-32 (6NC5)
Optional Redemption Date: One-time call option on 10-Jun-31 (5-year)
IPTs: MS+95-100bps
Coupon: [X] % per cent. fixed per annum until the Optional Redemption Date. If not redeemed on the Optional Redemption Date, then resets to 1-year Mid-Swap Rate + Reset Margin (subject to Benchmark Discontinuation), for the interest period from and including the Optional Redemption Date to but excluding the Maturity Date.
Interest Payment Date: 10-Jun in each year, commencing on 10-Jun-27 to (and including) the Maturity Date, if not fully redeemed previously
Day Count Convention: Act/Act (ICMA), Following Business Day, Unadjusted
Optional Redemption (Issuer Call): 10-Jun-31 (5-year) one-time call option, at par, in whole and not in part, at the Issuer’s discretion and subject to being permitted by the Applicable Banking Regulations and taking place in accordance with Applicable Banking Regulations in force at the relevant time and subject to the prior permission of the Relevant Resolution Authority, if and as applicable (if such permission is required). The provisions of Conditions 10(f) apply.
Substitution & Variation: Subject to obtaining the prior Supervisory Permission, when applicable, and in accordance with Applicable Banking Regulations, if a Tax Event or an MREL Disqualification Event has occurred and is continuing, the Issuer may, at any time, substitute all (but not some only) of the Notes or vary the terms of all (but not some only) of the Notes, without any requirement for the consent or approval of the Holders, so that they are substituted for, or varied to become or remain, Qualifying Notes, all of the above in accordance with the provisions of Condition 15.
Events of Default: None, except if an order is made by any competent court commencing insolvency proceedings against the Issuer or if any order is made by any competent court or resolution passed for the winding up or liquidation of the Issuer (except in the case of a reconstruction, merger or amalgamation or spin-off or any other structural modification, as further described in Condition 13(a)). Condition 13(b) does not apply
Redemption upon a Tax Event: Applicable. The provisions of Condition 10(c) apply
MREL Disqualification Event: Applicable. The provisions of Condition 10(e) apply
Issuer Residual Call: Applicable. The provisions of Condition 10(h) apply
Residual percentage: 25%
Early Redemption Amount: 100% of Outstanding Principal Amount
Waiver of Set-off: Applicable. The provisions of Condition 14 apply
Gross-up in respect of principal and any premium: Not applicable
Joint Lead Managers: Barclays, Citi (B&D), Credit Agricole CIB, Kutxabank Investment, Nomura and Santander
Listing and trading: AIAF
Clearing systems: Iberclear, Euroclear and Clearstream
Documentation: Kutxabank, S.A. €5bn Euro Medium Term Note and European Covered Bond (Premium) Programme Base Prospectus dated 22-Jan-26. The Base Prospectus is, and the Final Terms when approved will be, available on the website of the Spanish Securities Market Commission (www.cnmv.es).
Denominations: €100,000 + €100,000
Governing Law: Spanish Law
Selling restrictions: There are restrictions on the distribution of the Base Prospectus and the offer or sale of Notes in the EEA, Spain, the UK, the United States, Belgium, Switzerland, France and Italy (see “Subscription and Sale” of the Base Prospectus
Target Market: Manufacturers’ target market is eligible counterparties and professional investors only (all distribution channels). No EEA PRIIPs key information document (KID) or disclosure document required by the FCA Product Disclosure Sourcebook (DISC) has been prepared as not available to retail in the EEA or in the UK