Teleff3nica (TEF) prices new undated green subordinated bond tranches

Rhea-AI Filing Summary

Telefónica, S.A. reports that its financing subsidiary Telefónica Emisiones, S.A.U. has completed the issuance and funding of two new green subordinated bond tranches. The company has issued and fully paid (i) EUR 900,000,000 in Undated 5.25 Year Non-Call Fixed Rate Reset Guaranteed Subordinated Securities (Green Bond) and (ii) EUR 850,000,000 in Undated 8.25 Year Non-Call Fixed Rate Reset Guaranteed Subordinated Securities (Green Bond), each carrying a subordinated guarantee from Telefónica, S.A. These instruments are undated and deeply subordinated, meaning they rank below senior debt, and are structured as green bonds intended to finance eligible environmental projects. The notice also clarifies that the securities are not registered under the U.S. Securities Act and are not being offered in restricted jurisdictions.

Insights

Credit and capital structure analyst

Telefónica adds long-dated green hybrid debt, supporting balance-sheet flexibility.

Telefónica, S.A. has issued two undated, deeply subordinated green bond tranches through Telefónica Emisiones, S.A.U., totaling EUR 900,000,000 in 5.25-year non-call and EUR 850,000,000 in 8.25-year non-call securities. Both are fixed rate reset instruments with a subordinated guarantee from Telefónica, S.A., meaning they sit below senior debt in the capital structure.

These subordinated hybrids often receive partial equity credit from rating agencies, which can support leverage metrics while still providing cash to the issuer. The green bond label indicates proceeds are intended for environmentally focused projects, aligning financing with sustainability frameworks, although specific project categories are not detailed here.

Because the securities are undated and deeply subordinated, they can strengthen long-term capital structure but may carry higher coupons than senior bonds. Future disclosures in company filings may provide more detail on coupon levels, reset terms and how the green bond proceeds are allocated across projects.

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 closing 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 on the date hereof (i) the EUR 900,000,000 Undated 5.25 Year Non-Call Fixed Rate Reset Guaranteed Subordinated Securities (Green Bond) and (ii) the EUR 850,000,000 Undated 8.25 Year Non-Call Fixed Rate Reset Guaranteed Subordinated Securities (Green Bond), of Telefónica Emisiones, S.A.U., with the subordinated guarantee of Telefónica, S.A., have been issued and paid-up.

Madrid, 19 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 19, 2026

By:

/s/ Pablo de Carvajal González

Name:

Pablo de Carvajal González

Title:

Secretary to the Board of Directors

FAQ

What did Teleff3nica (TEF) announce in this Form 6-K?

Teleff3nica, S.A. announced that its subsidiary Teleff3nica Emisiones, S.A.U. has issued and fully paid two new undated deeply subordinated green bond tranches, each guaranteed on a subordinated basis by Teleff3nica, S.A.

What are the sizes and types of the new Teleff3nica green subordinated bonds?

The issuance consists of (i) EUR 900,000,000 in Undated 5.25 Year Non-Call Fixed Rate Reset Guaranteed Subordinated Securities (Green Bond) and (ii) EUR 850,000,000 in Undated 8.25 Year Non-Call Fixed Rate Reset Guaranteed Subordinated Securities (Green Bond).

Who is the issuer and guarantor of the new Teleff3nica green bonds?

The bonds are issued by Teleff3nica Emisiones, S.A.U. and carry a subordinated guarantee from Teleff3nica, S.A., meaning the parent company guarantees them on a subordinated basis.

Are Teleff3nica's new green subordinated securities registered 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.

In which jurisdictions are Teleff3nica's new green bonds not being offered?

The announcement states it is not an offer or solicitation in any jurisdiction where it would be unlawful, specifically mentioning the United States, Australia, Canada and Japan.

What does 22undated deeply subordinated22 mean for Teleff3nica's new securities?

22Undated deeply subordinated22 indicates the securities have no fixed maturity date and rank below senior debt in Teleff3nica27s capital structure, which can make them behave partly like equity from a credit perspective.