SES S.A. accepts €363M of 2027 notes in tender offer

Payment for the accepted notes is expected October 7, 2026, and settlement remains subject to the New Issue Condition.

Rhea-AI Filing Summary

SES S.A. (symbol: SGBAF) is the issuer of record for a Form 6-K filing submitted to the SEC. SES S.A. announced final results of its cash tender offer for its €500,000,000 0.875 per cent Guaranteed Notes due November 4, 2027. Holders tendered €363,397,000 aggregate principal amount, and SES set that same amount as the Final Acceptance Amount, accepting all validly tendered notes in full without pro rata scaling. The offer was announced September 28, 2026, and its expiration deadline was October 2, 2026.

The purchase price is 97.330 per cent, with a 3.442 per cent purchase yield and a 3.242 per cent interpolated mid-swap rate. Accrued interest is €8.08 per €1,000, subject to rounding. Payment of the purchase price and accrued interest is expected October 7, 2026; following payment, €136,603,000 aggregate principal amount will remain outstanding. SES intends to cancel the accepted notes, and settlement remains subject to satisfaction or waiver of the New Issue Condition.

Key Figures

Notes principal amount: €500 million Final Acceptance Amount: €363.397 million Principal amount remaining outstanding: €136.603 million +4 more

7 metrics

Notes principal amount €500 million 0.875 per cent Guaranteed Notes due November 4, 2027

Final Acceptance Amount €363.397 million Aggregate principal amount accepted for purchase

Principal amount remaining outstanding €136.603 million After expected payment for accepted notes

Purchase price 97.330 per cent Final tender offer pricing

Purchase yield 3.442 per cent Final tender offer pricing

Interpolated Mid-Swap Rate 3.242 per cent Final tender offer pricing

Accrued interest €8.08 per €1,000 Subject to rounding

Key Terms

Final Acceptance Amount, New Issue Condition, Interpolated Mid-Swap Rate, Purchase Yield, +1 more

5 terms

Final Acceptance Amount financial

"set the Final Acceptance Amount at €363,397,000"

New Issue Condition financial

"subject to the satisfaction (or waiver) of the New Issue Condition"

Interpolated Mid-Swap Rate financial

"Interpolated Mid-Swap Rate"

Purchase Yield financial

"Purchase Yield"

Scaling Factor financial

"Scaling Factor: Not Applicable"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of SES's 2027 notes did SES accept in its tender offer?

SES accepted €363,397,000 aggregate principal amount of validly tendered notes in full, with no pro rata scaling.

What price did SES offer for the tendered notes?

The purchase price was 97.330 per cent, with a 3.442 per cent purchase yield. Accrued interest was €8.08 per €1,000, subject to rounding.

When is SES expected to pay for the accepted notes?

Payment of the purchase price and accrued interest is expected on October 7, 2026. Settlement remains subject to satisfaction or waiver of the New Issue Condition.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/06/2026 - 08:00 AM Accepted by SEC EDGAR 10/06/2026 - 08:00 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

Date: October 6, 2026

Commission File Number: 333-286828

SES

(Translation of registrant’s name into English)

Château de Betzdorf

L-6815 Betzdorf

Grand Duchy of Luxembourg

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

EXHIBIT INDEX

The following exhibit is furnished as part of this Form 6-K:

Exhibit		Description
99.1		Press Release, dated October 5, 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						SES
						(Registrant)
Date: October 6, 2026				By:		/s/ Elisabeth Pataki
						Name: Elisabeth Pataki
						Title: Chief Financial Officer

Exhibit 99.1

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

SES ANNOUNCES FINAL RESULTS OF ITS CASH TENDER OFFER

Luxembourg, 5 October 2026

SES (the “Offeror”) announces today the final results and pricing of its invitation to holders of its outstanding €500,000,000 0.875 per cent. Guaranteed Notes due 4 November 2027 (ISIN: XS2075811781) (the “Notes”) to tender their Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount subject to the satisfaction (or waiver) of the New Issue Condition (such invitation, the “Offer”).

The Offer was announced on 28 September 2026 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 28 September 2026 (the “Tender Offer Memorandum”) prepared by the Offeror. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum. An indicative results announcement was made earlier today (the “Indicative Results Announcement”).

The Expiration Deadline for the Offer was 5.00 p.m. (CEST) on 2 October 2026.

As announced in the Indicative Results Announcement, the Offeror has received valid tenders of €363,397,000 in aggregate principal amount of the Notes for purchase pursuant to the Offer.

The Offeror announces that it has decided to set the Final Acceptance Amount at €363,397,000. The Offeror therefore announces that it will accept for purchase all Notes validly tendered pursuant to the Offer in full, with no pro rata scaling.

Pricing for the Offer took place at or around 1.00 p.m. (CEST) today (the “Pricing Time”). A summary of the final results and pricing of the Offer is set out below:

Description of the Notes

ISIN / Common Code

Final Acceptance Amount

Interpolated Mid-Swap Rate

Purchase Yield

Purchase Price

Scaling Factor

Accrued Interest

€500,000,000 0.875 per cent. Guaranteed Notes due 4 November 2027

XS2075811781 / 207581178

€363,397,000

3.242 per cent.

3.442 per cent.

97.330 per cent.

Not Applicable

€8.08 per €1,000, subject to rounding

1

Payment of the Purchase Price and Accrued Interest for the Notes accepted for purchase pursuant to the Offer is expected to take place on 7 October 2026, after which €136,603,000 in aggregate principal amount of the Notes will remain outstanding. The Offeror intends to cancel those Notes accepted for purchase pursuant to the Offer.

Settlement of the Offer remains subject to the satisfaction (or waiver) of the New Issue Condition.

DEALER MANAGERS

BNP PARIBAS (Telephone: +33 1 55 77 78 94; Email: liability.management@bnpparibas.com; Attention: Liability Management Group), ING Bank N.V., Belgian Branch (Telephone: +44 20 7767 6784; Email: liability.management@ing.com; Attention: Liability Management Team), Landesbank Baden-Württemberg (Telephone: +49 711 127 76616; Email: liability_management_bond_origination@lbbw.de; Attention: Debt Capital Markets (4522/H)) and Mizuho Bank Europe N.V. (Telephone: +34 91 790 7559; Email: liabilitymanagement@uk.mizuho-sc.com; Attention: Liability Management).

TENDER AGENT

Kroll Issuer Services Limited (Telephone: +44 (0) 20 7704 0880; Attention: Scott Boswell; Email: ses@is.kroll.com; Website: https://deals.is.kroll.com/ses) is acting as Tender Agent for the Offer.

This announcement is released by SES and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Elisabeth Pataki (email: lisa.pataki@ses.com), Chief Financial Officer.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 10.5 KB