Form DSTRBRPT EUROPEAN BANK FOR RECONS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF

EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

In respect of the issue of

U.S.$700,000,000 Floating Rate Global Notes due 16 February 2029 (to be consolidated and form a single series with the Bank’s U.S.$800,000,000 Floating Rate Global Notes due 16 February 2029 issued on 16 February 2022, the Bank’s U.S.$125,000,000 Floating Rate Global Notes due 16 February 2029 issued on 24 February 2022, the Bank’s U.S.$55,000,000 Floating Rate Global Notes due 16 February 2029 issued on 28 February 2022, the Bank’s U.S.$70,000,000 Floating Rate Global Notes due 16 February 2029 issued on 3 August 2023, the Bank’s U.S.$100,000,000 Floating Rate Global Notes due 16 February 2029 issued on 7 February 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 16 February 2029 issued on 21 February 2024, the Bank’s U.S.$150,000,000 Floating Rate Global Notes due 16 February 2029 issued on 26 February 2024, the Bank’s U.S.$40,000,000 Floating Rate Global Notes due 16 February 2029 issued on 6 March 2024, the Bank’s U.S.$85,000,000 Floating Rate Global Notes due 16 February 2029 issued on 11 March 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 16 February 2029 issued on 19 March 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 16 February 2029 issued on 10 May 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 16 February 2029 issued on 11 September 2024, the Bank’s U.S.$90,000,000 Floating Rate Global Notes due 16 February 2029 issued on 22 October 2024, the Bank’s U.S.$25,000,000 Floating Rate Global Notes due 16 February 2029 issued on 30 October 2024, the Bank’s U.S.$150,000,000 Floating Rate Global Notes due 16 February 2029 issued on 14 February 2025, the Bank’s U.S.$30,000,000 Floating Rate Global Notes due 16 February 2029 issued on 21 March 2025, the Bank’s U.S.$80,000,000 Floating Rate Global Notes due 16 February 2029 issued on 25 June 2025 and the Bank’s U.S.$25,000,000 Floating Rate Global Notes due 16 February 2029 issued on 30 September 2025)

by the European Bank for Reconstruction and Development pursuant to its EUR 60,000,000,000 Global Medium Term Note Programme

Filed pursuant to Rule 3 of Regulation EBRD

Dated 9 December 2025

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The following information is filed pursuant to Rule 3 of Regulation EBRD in respect of the issue of the U.S. dollar (“U.S.$”) 700,000,000 Floating Rate Global Notes due 16 February 2029 (the “Notes”) (to be consolidated and form a single series with the Bank’s U.S.$800,000,000 Floating Rate Global Notes due 16 February 2029 issued on 16 February 2022, the Bank’s U.S.$125,000,000 Floating Rate Global Notes due 16 February 2029 issued on 24 February 2022, the Bank’s U.S.$55,000,000 Floating Rate Global Notes due 16 February 2029 issued on 28 February 2022, the Bank’s U.S.$70,000,000 Floating Rate Global Notes due 16 February 2029 issued on 3 August 2023, the Bank’s U.S.$100,000,000 Floating Rate Global Notes due 16 February 2029 issued on 7 February 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 16 February 2029 issued on 21 February 2024, the Bank’s U.S.$150,000,000 Floating Rate Global Notes due 16 February 2029 issued on 26 February 2024, the Bank’s U.S.$40,000,000 Floating Rate Global Notes due 16 February 2029 issued on 6 March 2024, the Bank’s U.S.$85,000,000 Floating Rate Global Notes due 16 February 2029 issued on 11 March 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 16 February 2029 issued on 19 March 2024, the Bank's U.S.$50,000,000 Floating Rate Global Notes due 16 February 2029 issued on 10 May 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 16 February 2029 issued on 11 September 2024, the Bank’s U.S.$90,000,000 Floating Rate Global Notes due 16 February 2029 issued on 22 October 2024, the Bank’s U.S.$25,000,000 Floating Rate Global Notes due 16 February 2029 issued on 30 October 2024, the Bank’s U.S.$150,000,000 Floating Rate Global Notes due 16 February 2029 issued on 14 February 2025, the Bank’s U.S.$30,000,000 Floating Rate Global Notes due 16 February 2029 issued on 21 March 2025, the Bank’s U.S.$80,000,000 Floating Rate Global Notes due 16 February 2029 issued on 25 June 2025 and the Bank’s U.S.$25,000,000 Floating Rate Global Notes due 16 February 2029 issued on 30 September 2025) of the European Bank for Reconstruction and Development (the “Bank”) pursuant to the Bank’s EUR 60,000,000,000 Global Medium Term Note Programme. As authorized by Rule 4 of Regulation EBRD, certain information is to be provided in the form of an Offering Circular dated 3 July 2012, as supplemented by the Supplementary Offering Circulars dated 22 July 2019 and 13 June 2024 and a Pricing Supplement dated 9 December 2025 (together, the “Offering Circular”).

The Notes, the terms of which are described in the Offering Circular, will constitute direct and unsecured obligations of the Bank and will rank pari passu without any preference among themselves, and, subject to certain conditions set forth in the Offering Circular, equally with all its other unsecured and unsubordinated obligations. Citibank, N.A., London Branch (the “Agent”) will act as Agent and Registrar of the Bank in respect of the Notes.

The Bank entered into a Syndication Agreement dated 9 December 2025 (the “Syndication Agreement”) with the joint lead managers named therein (the “Joint Lead Managers”) pursuant to a Programme Agreement dated 3 July 2012 (the “Programme Agreement”) with Dealers referred to therein. Under the terms of the Syndication Agreement and the Programme Agreement, the Joint Lead Managers have agreed to purchase the Notes. The obligations of the Joint Lead Managers are subject to certain conditions as set forth in the Syndication Agreement and the Programme Agreement.

⁽¹⁾ Plus 24 days’ accrued interest on the principal amount of the Notes from and including 16 November 2025 to but excluding 11 December 2025 in the amount of U.S.$2,009,000, such that the aggregate net proceeds to the Bank will be U.S.$701,813,000.

None.

 

The Joint Lead Managers shall bear and pay all costs and expenses (including legal expenses) incurred by themselves in or in connection with the initial printing of the Notes, the Syndication Agreement and the Pricing Supplement prepared in connection with the issue of the Notes, the upfront fees and expenses of the Agent, the legal expenses incurred in relation to the initial listing of the Notes on the Official List of the UK Financial Conduct Authority and the admission of the Notes to trading on the London Stock Exchange’s Regulated Market, and making initial delivery of the Notes, as set forth in the Syndication Agreement. The Bank shall bear the cost of its own legal expenses and the listing fees for the initial listing of the Notes on the Official List of the UK Financial Conduct Authority and the admission of the Notes to trading on the London Stock Exchange’s Regulated Market.

 

The net proceeds to the Bank from the sale of the Notes will be included in the ordinary capital resources of the Bank and used in its ordinary operations as described in the Offering Circular.

Item 7.

Exhibits

(a)	The Deed of Covenant dated 3 July 2012.*

(b)	Copy of an opinion of counsel as to the legality of the Notes dated 3 July 2012.*

(c)

(i)

The Programme Agreement dated 3 July 2012.*

* Previously filed with the Securities and Exchange Commission on 17 July 2012.

** Previously filed with the Securities and Exchange Commission on 27 August 2019.

*** Previously filed with the Securities and Exchange Commission on 1 July 2024.

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