Telefónica (NYSE: TEF) prices €1.75B perpetual subordinated green bond securities

Rhea-AI Filing Summary

Telefónica, S.A. reports that its subsidiary Telefónica Emisiones, S.A.U. has priced two new undated deeply subordinated green bond issues with subordinated guarantees from Telefónica. One series totals €900,000,000 of Undated 5.25 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities due for first reset in 2031, paying 4.381% per year until 19 April 2031. The other series totals €850,000,000 of Undated 8.25 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities due for first reset in 2034, paying 4.881% per year until 19 April 2034.

Both series are perpetual, carry a face value of €100,000 per unit, allow Telefónica Emisiones to defer interest at its discretion, and include issuer call and make-whole redemption features as set out in their terms. The securities are intended to be issued as green bonds, listed on the Regulated Market of Euronext Dublin, and placed exclusively with professional clients and eligible counterparties. An amount equal to the net proceeds will finance or refinance projects aligned with Telefónica’s Sustainable Financing Framework and international green and social bond and loan principles.

Insights

Capital structure and credit analyst

Telefónica adds €1.75B perpetual hybrid green bonds to its capital stack.

Telefónica is issuing two undated deeply subordinated guaranteed fixed rate reset securities, totaling €900,000,000 in 2031 Securities and €850,000,000 in 2034 Securities. These instruments are perpetual, sit deeply subordinated in the capital structure, and allow the issuer to defer interest without triggering default, making them hybrid-style funding rather than traditional senior debt.

The initial coupons are fixed at 4.381% for the 2031 Securities and 4.881% for the 2034 Securities from 19 January 2026 until their respective first reset dates, after which rates step to a 5- or 8-year swap benchmark plus specified margins that increase over time. This creates a long-dated, but not cost-static, funding source whose future cost depends on swap rates and the step-up margins after 19 April 2031 and 19 April 2034.

The securities are intended as green bonds, with an amount equal to the net proceeds allocated under Telefónica’s Sustainable Financing Framework and aligned with ICMA and loan market green and social principles. Placement is targeted exclusively at professional clients and eligible counterparties, and listing is envisaged on the Regulated Market of Euronext Dublin, so trading liquidity and pricing will be shaped by institutional demand in that venue.

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

For the month of January, 2026

Commission File Number: 001-09531

Telefónica, S.A.

(Translation of registrant's name into English)

Distrito Telefónica, Ronda de la Comunicación s/n,

28050 Madrid, Spain

+34 91-482 87 00

(Address of principal executive offices)

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 X Form 40-F

Telefónica, S.A.

TABLE OF CONTENTS

Item						Sequential Page Number
1.			Telefónica informs of the pricing of an issuance of Undated Deeply Subordinated Guaranteed Fixed Rate Reset Securities.			2

TELEFÓNICA, S.A., in compliance with the Securities Market legislation, hereby communicates the following

OTHER RELEVANT INFORMATION

Further to the communication made on 12 January 2026, it is hereby announced that TELEFÓNICA EMISIONES, S.A.U. (the "Issuer"), subsidiary of Telefónica, S.A., has today priced and closed the terms and conditions of an issuance of (i) undated deeply subordinated guaranteed fixed rate reset securities, with the subordinated guarantee of Telefónica, S.A., for an aggregate nominal amount of EUR 900,000,000 and intended to be issued as green bonds (EUR 900,000,000 Undated 5.25 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (Green Bond) (the "2031 Securities") and (ii) undated deeply subordinated guaranteed fixed rate reset securities, with the subordinated guarantee of Telefónica, S.A., for an aggregate nominal amount of EUR 850,000,000 and intended to be issued as green bonds (EUR 850,000,000 Undated 8.25 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (Green Bond) unconditionally and irrevocably guaranteed on a subordinated basis by Telefónica, S.A.) (the "2034 Securities") (each a "Series" and together the "Securities").

The main terms and conditions of each Series of the Securities are as follows:

The issue price of the Securities is fixed at 100% of their face value. The 2031 Securities will bear interest at a fixed rate of 4.381% per annum from (and including) 19 January 2026 up to (but excluding) 19 April 2031 and the 2034 Securities will bear interest at a fixed rate of 4.881% per annum from (and including) 19 January 2026 up to (but excluding) 19 April 2034.

From (and including) 19 April 2031, the 2031 Securities will bear interest at a fixed rate of interest equal to the applicable 5 year Swap Rate plus a margin of:

•    1.841% per year from (and including) 19 April 2031 to (but excluding) 19 April 2036;

•    2.091% per year from (and including) 19 April 2036 to (but excluding) 19 April 2051; and

•    2.841% per year from (and including) 19 April 2051.

From (and including) 19 April 2034, the 2034 Securities will bear interest at a fixed rate of interest equal to the applicable 8 year Swap Rate plus a margin of:

•    2.13% per year from (and including) 19 April 2034 to (but excluding) 19 April 2036;

•    2.38% per year from (and including) 19 April 2036 to (but excluding) 19 April 2054; and

•    3.13% per year from (and including) 19 April 2054.

With respect to each Series of Securities, interest shall be payable annually in arrear starting on 19 April 2027 (long first coupon).

The Securities will have a face value per unit of 100,000 euros and will be perpetual, although they will be subject to a call option exercisable by the Issuer on certain dates and at any time upon the occurrence of certain events as set out in the terms and conditions of the Securities. In addition, the Securities may be redeemed at any time at the redemption price (Make Whole Redemption Amount) to be calculated in accordance with the terms and conditions of the Securities. The Issuer may defer payment of the interest accrued on the Securities at its sole discretion (the "Deferred Interest") without triggering an event of default. The Deferred Interest will in turn accrue interest and will be payable at the option of the Issuer at any time or on a compulsory basis in certain circumstances as set out in the terms and conditions of the Securities.

The Securities will be governed by English Law, and it is envisaged that they will be listed and admitted to trading on the Regulated Market of Euronext Dublin.

The issue is addressed exclusively at professional clients and eligible counterparties.

The Securities will be subscribed for and paid up on the closing date, which is envisaged to take place on or about 19 January 2026, subject to entering into a subscription agreement with the Joint Bookrunners and the rest of the agreements relating to the issue, and subject to compliance with the conditions set out in the subscription agreement.

An amount equal to the net proceeds of the issue of the Securities will be subject to specific eligibility criteria to be applied to finance new or refinance existing projects, as detailed in Telefónica's Sustainable Financing Framework (the "Sustainable Financing Framework"). The Sustainable Financing Framework is in accordance with the Green Bond Principles 2021, the Social Bond Principles 2023, the Sustainability Bond Guidelines 2021, as well as the Green Loan Principles and Social Loan Principles both dated 2023, sponsored by the International Capital Market Association (ICMA), the Loan Market Association (LMA), the Loan Syndications and Trading Association (LSTA) and the Asia Pacific Loan Market Association (APLMA), respectively.

Madrid, 12 January 2026.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the securities referred to herein and shall not constitute an offer, solicitation nor sale in any jurisdiction in which such offer, solicitation or sale is unlawful - including but not limited to the United States, its territories and possessions (the "United States"), Australia, Canada or Japan.

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 ("Securities Act"), as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act and in accordance with applicable state securities laws.

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.

Telefónica, S.A.

Date:

January 12, 2026

By:

/s/ Pablo de Carvajal González

Name:

Pablo de Carvajal González

Title:

Secretary to the Board of Directors

FAQ

What type of securities is Telefónica (TEF) issuing in this 6-K?

Telefónica, through Telefónica Emisiones, S.A.U., is issuing two series of undated deeply subordinated guaranteed fixed rate reset securities intended to qualify as green bonds, each guaranteed on a subordinated basis by Telefónica, S.A.

How large are Telefónicab4s new green hybrid issues and what are their initial coupons?

The 2031 Securities have an aggregate nominal amount of €900,000,000 with an initial coupon of 4.381% per year until 19 April 2031. The 2034 Securities total €850,000,000 with an initial coupon of 4.881% per year until 19 April 2034.

How do the interest rates reset on Telefónicab4s 2031 and 2034 Securities after the first period?

From 19 April 2031, the 2031 Securities pay the 5-year Swap Rate plus margins of 1.841%, 2.091%, then 2.841% in successive periods. From 19 April 2034, the 2034 Securities pay the 8-year Swap Rate plus 2.13%, 2.38%, then 3.13% over later periods.

Are Telefónicab4s new green securities perpetual, and can interest be deferred?

Yes. The Securities are perpetual and carry a €100,000 face value per unit. The issuer may defer interest payments at its sole discretion without causing an event of default, with deferred interest itself accruing interest and becoming payable at the issuerb4s option or in certain compulsory circumstances.

Where will Telefónicab4s new green hybrid securities be listed and who can buy them?

It is envisaged that the Securities will be listed and admitted to trading on the Regulated Market of Euronext Dublin. The issue is addressed exclusively to professional clients and eligible counterparties, not to retail investors.

How will Telefónica use the net proceeds of these green securities?

An amount equal to the net proceeds is intended to finance new or refinance existing projects that meet specific eligibility criteria under Telefónicab4s Sustainable Financing Framework, which is aligned with the Green Bond Principles 2021, Social Bond Principles 2023, Sustainability Bond Guidelines 2021, and related green and social loan principles.

Can these Telefónica securities be offered or sold in the United States?

No. The securities have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption, and the announcement explicitly states it is not an offer or solicitation in restricted jurisdictions.