CaixaBank - U.S.$12,500,000,000 Medium Term Note Program - Offering Memorandum

Sep 9, 2026

CaixaBank, S.A. offering memorandum describes its U.S.$12,500,000,000 Medium Term Note Program and the ability to issue notes from time to time under one or more series. It sets out admission and listing arrangements for notes on Euronext Dublin, explains base listing particulars and availability of the memorandum and supplements, and clarifies that the notes may be issued with or without listing. The document outlines note types, tranche-specific pricing supplement mechanics, key investor risk disclosures, and unconditional issuer obligations, including statements about guarantees and deposit insurance exclusions.

LanguageEnglish

CategoryResearch & Report

FormatPDF

Pages242

Reading Time10 h 10 min

AccessFree to download

Notice to Investors

Forward-Looking Statements

Presentation of Financial and Other Information

Documents Incorporated by Reference

General Description of the Program

Risk Factors

OFFERING MEMORANDUM CaixaBank, S.A. (incorporated with limited liability in Spain) U.S.$12,500,000,000 U.S. Medium Term Note Program CaixaBank, S.A. (“CaixaBank,” the “Issuer,” the “Company,” or the “Bank” and, together with its consolidated subsidiaries,“we,”“us,”“our,”“CaixaBank Group” and the “Group,” unless otherwise indicated or the context otherwise requires) may offer from time to time notes (the “Notes”) with the terms and conditions described in this offering memorandum (together with all documents incorporated herein by reference, the “Offering Memorandum”), in one or more Series (each, a “Series”) under its U. S.$12,500,000,000 Medium Term Note Program (the “Program”) . This Offering Memorandum does not constitute a prospectus for the purposes of article 6 of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Application may be made to the Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”), for a period of 12 months from the date of this Offering Memorandum for Notes issued under the Program to be admitted to listing on its official list (the “Official List”) and trading on the Global Exchange Market of Euronext Dublin. This Offering Memorandum constitutes the base listing particulars for the purpose of such application and has been approved by Euronext Dublin. This Offering Memorandum and any supplements hereto that maybe published from time to time will be available on the website of Euronext Dublin ([www.euronext.com/en/markets/dublin](www.euronext.com/en/markets/dublin)). The Global Exchange Market is not a regulated market for the purpose of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended,“MiFID II”) . The Issuer may also issue Notes under the Program that are not listed or admitted to trading. In respect of each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes, the specific terms and conditions of such Notes (including the aggregate principal amount of Notes, interest (if any) payable in respect of Notes and the issue price of Notes) will be set forth in a pricing supplement (each, a “Pricing Supplement”), the form of which is set out in this Offering Memorandum under the section entitled “Form of Pricing Supplement”. The applicable Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading. The Notes may be: (a) senior notes (“Ordinary Senior Notes”); (b) senior non-preferred notes (“Senior Non-Preferred Notes”, and together with the Ordinary Senior Notes,“Senior Notes”); or (c) Tier 2 subordinated notes (“Tier 2 Subordinated Notes”) as set out in the applicable Pricing Supplement. Investing in the Notes involves certain risks. See “Risk Factors” beginning on page 7 of this Offering Memorandum and any risk factors that may be set forth in any documents incorporated by reference herein, any supplements hereto and the applicable Pricing Supplement. You should read this Offering Memorandum (including “Terms and Conditions of the Notes”), any supplements hereto and the applicable Pricing Supplement carefully before you invest. The Notes constitute unconditional obligations of the Issuer. None of the Notes are guaranteed by the Federal Deposit Insurance Corporation or Bank Insurance Fund or any other U.S. or Spanish governmental or deposit insurance agency. Potential investors should note the statements regarding the tax treatment in Spain of income obtained in respect of the Notes and the disclosure requirements imposed by Law 10/2014, of June 26 on the organization, supervision and solvency of credit institutions (Ley 10/2014, de 26 de junio, de ordenación, supervisión y solvencia de entidades de crédito), as amended from time to time (“Law 10/2014”), on the Issuer in relation to the Notes beginning on page 191 of this Offering Memorandum. In particular, payments on the Notes may be subject to Spanish

FAQs

What is the purpose of this offering memorandum for CaixaBank’s notes?

It describes the terms and conditions of notes that may be issued under CaixaBank’s U.S.$12,500,000,000 Medium Term Note Program, including where and how investors can find pricing supplements and related disclosures.

Where will the notes be listed or admitted to trading?

The memorandum states that application may be made to Euronext Dublin for admission to listing and trading for notes issued under the program, and that notes may also be issued without being listed or admitted to trading.

What types of notes can CaixaBank issue under the program?

Notes may be Ordinary Senior Notes, Senior Non-Preferred Notes, or Tier 2 Subordinated Notes, with the applicable type specified in the relevant pricing supplement.

Sep 9, 2026

Upload by Felix Montgomery