Commentary & Deal Flow

Book Update: Books above €1.5bn (incl. 50m JLMs)

IPTs: MS+130a

• Issuer: Unicaja Banco, S.A.
• LEI number: 5493007SJLLCTM6J6M37
• Issuer Rating: A3/BBB+ (Moody's/Fitch)
• Instrument: MREL eligible Green Senior Non-Preferred Notes
• Expected Issue Rating: BBB (Fitch)
• Rating Split: Issuer: A3/BBB+ (Moody's/Fitch), Issue: BBB (Fitch)
• Status: Direct, unconditional, unsecured and unsubordinated obligations (créditos ordinarios) that rank: (i) senior to any subordinated obligations (créditos subordinados) of the Bank in accordance with Article 281.1 of the Insolvency Law; (ii) pari passu among themselves and with any Senior Non-Preferred Liabilities and (iii) junior to Senior Preferred Liabilities
• Form of Securities: Reg S, Book-entry notes (dematerialised)
• Use of Proceeds: Green Notes. As described in the “Use of Proceeds” section (b) of the Issuer’s EMTN Programme. The Notes will be used by the Issuer to the financing and/or refinancing, in full or in part, of new and/or existing loans, investments or projects that meet the eligibility criteria outlined in the Green Bond Framework (the “Green Eligible Projects”). Source: (https://www.unicajabanco.com/en/inversores-y-accionistas/emisiones/marco-de-bonos-verdes).
• Size: € Benchmark
• Format: 7y Non-Call 6y
• Pricing Date: 17-Jun-26
• Settlement Date: 26-Jun-26 (T+7)
• Call Date: 26-Jun-32 (6 years)
• Maturity Date: 26-Jun-33 (7 years)
• IPTs: MS+130bps area
• Optional Redemption Date / Reset Date: (one-time call option, at par together with any accrued and unpaid interest, in whole and not in part, at the Issuer’s discretion and subject to such redemption 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)
• Coupon: Fixed, annual, until the Reset Date (excluded). If not redeemed on the Reset Date, then resets to 1-year Mid-Swap Rate + Reset Margin (subject to Benchmark Discontinuation).
• Coupon Payment Date: June every year, commencing on June 2027
• Coupon Calculation: Fixed Rate, Act/Act (ICMA), Following Business Day, Unadjusted
• Business Days: T2
• Denominations: €100,000 + 100,000
• Event of Default: There are no events of default under the Notes which could lead to an acceleration of the Notes save if an order is made by any competent court commencing insolvency proceedings against the Bank or if any order is made by any competent court or resolution passed for the winding up or liquidation of the Bank (save as provided in the Terms and Conditions)
• Optional Redemption: The Notes are redeemable at the option of the Bank in whole, but not in part, at any time if a MREL Disqualification Event (disqualification of all or part of the Notes as MREL-Eligible Instruments of the Group) or a Tax Event (additional amounts, loss of deductibility or lower deductibility, or tax treatment of the Notes materially affected) has occurred and is continuing, at their principal amount together with any accrued and unpaid interest up to (but excluding) the date fixed for redemption, subject, in each case, to such redemption 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
• Residual Call: If, at any time, the Outstanding Principal Amount of the Notes is equal or less of the Residual Percentage of the aggregate nominal amount of the Notes originally issued (and, for these purposes, any further Notes issued and consolidated with the Notes as part of the same Series shall be deemed to have been originally issued), the Issuer may redeem all (but not some only) of the remaining outstanding Notes on any date, at the Optional Redemption Amount (Residual Call) together with any accrued and unpaid interest up to (but excluding) the date of redemption, subject to such redemption 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
• Residual Percentage: 25%
• Optional Redemption Amount (Residual Call): Outstanding Principal Amount of the Notes
• Substitution and Variation: Subject to Supervisory Permission, when applicable, and in accordance with Applicable Banking Regulations, if a MREL Disqualification Event or Tax Event has occurred and is continuing, the Bank 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 the consent or approval of the Holders, so that they become or remain Qualifying Notes.
• Waiver of set-off rights: No Holder may at any time exercise or claim any Waived Set-Off Rights against any right, claim or liability the Bank has or may have or acquire against such Holder, directly or indirectly, howsoever arising and each Holder shall be deemed to have waived all Waived Set-Off Rights to the fullest extent permitted by applicable law in relation to all such actual and potential rights, claims and liabilities
• Loss Absorption: The obligations of the Bank under the Notes are subject to, and may be limited, by the exercise of any Loss Absorbing Power by the Relevant Resolution Authority
• Fees: The Joint Bookrunners will be paid a fee by the Issuer in connection with the transaction
• Joint Bookrunners: BNP Paribas (B&D), Crédit Agricole CIB, Deutsche Bank, ING, Natixis, Nomura
• Clearing System: Iberclear
• Listing: Spanish AIAF Fixed Income Securities Market
• Governing Law: Spanish Law
• Documentation: Issuer’s €3,500,000,000 EMTN Base Prospectus dated 16-Apr-26 and registered in the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) as supplemented on 4-Jun-26 (the "Base Prospectus")
• Selling Restrictions: There are restrictions on the distribution of the Base Prospectus and the offer or sale of Notes in the United States, the EEA, the UK, Spain and Italy, see “Subscription and Sale”.
• Target Market: Manufacturer target market (MiFID II and UK MiFIR product governance) is Eligible Counterparties and Professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK disclosure document required by the FCA Product Disclosure Sourcebook (DISC) has been prepared as the Notes will not be available to retail investors in the EEA or the UK
• ISIN: ES0280907066
• Timing: Books open / Today's business
• Advertisement: This communication is an advertisement and is not a prospectus. The Base Prospectus is, and the Final Terms will be, available at https://www.cnmv.es/portal/Consultas/Folletos/FolletosEmisionOPV?nif=A93139053