Form DSTRBRPT International Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, D.C. 20549
REPORT OF
INTERNATIONAL FINANCE CORPORATION
In respect of its
Issue of U.S.$50,000,000 3.642 per cent. Fixed Rate Notes due December 8, 2027
under its
Global Medium-Term Note Program
FILED PURSUANT TO RULE 3 OF REGULATION IFC
Dated: January 29, 2026
The following information regarding an issue of Issue of U.S.$50,000,000 3.642 per cent. Fixed Rate Notes due December 8, 2027 (the “Notes”) by International Finance Corporation (the “Corporation”) under its Global Medium-Term Note Program is being filed pursuant to Rule 3 of Regulation IFC. As authorized by Rule 4 of Regulation IFC, certain information may be provided in the form of a Prospectus and other comparable documents. In the case of the Notes, the relevant issuing documentation is the Information Statement dated October 3, 2024 (the “Information Statement”), the Prospectus dated October 3, 2023 (the “Prospectus”), the Final Terms dated January 27 2026 (the “Final Terms”), and the Terms Agreement dated January 27, 2026 (the “Terms Agreement”), each of which is either attached as an Exhibit hereto or incorporated by reference from previous SEC filings made by the Corporation.
Item 1. Description of Obligations
See, generally, Final Terms.
| (a) | Title and Date. U.S.$ 50,000,000 3.64 per cent. Fixed Rate Notes due December 8, 2027 |
The Notes will be issued in registered form represented by a registered global certificate deposited with a custodian for DTC. Citibank is the Global Agent for Notes held through DTC. Citibank has direct custodial and depositary linkages with, and will act as custodian for Global Certificates held by DTC. See Prospectus.
| (b) | Interest Rate/Interest Payment Date. 3.642 per cent. per annum payable [semi-]annually in arrears on June 8 and December 8 of each year beginning June 8, 2026 and ending on the Maturity Date. See, Final Terms, Item 15. |
| (c) | Maturity Date. December 8, 2027. |
| (d) | Redemption Provisions/Amortization Provisions. The Notes are not redeemable prior to maturity. See Prospectus, Terms and Conditions of the Notes, Condition 5. |
| (e) | Kind and Priority of Liens. Not applicable. |
| (f) | Priority of Obligations. The Notes will constitute direct, unconditional, general and unsecured obligations of the Corporation and will rank pari passu and without any preference among themselves and pari passu with all other outstanding unsecured and unsubordinated obligations for borrowed money of the Corporation. See Prospectus, Terms and Conditions of the Notes, Condition 3. |
| (g) | Amendment of Terms. |
The Corporation shall only permit any modification of, or any waiver or authorization of any breach or proposed breach of or any failure to comply with, the Program Agreement or the Terms and Conditions of the Notes, as modified, supplemented and amended by the Final Terms, if to do so could not reasonably be expected to be materially prejudicial to the interests of the Noteholders. See Prospectus at p. 37.
| (h) | Other Material Provisions. Not applicable. |
| (i) | Fiscal/Paying Agent. The Global Agent is Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England. |
Item 2. Distribution of Obligations
| (a) | Plan of Distribution. See, generally, Prospectus, cover page, pp. 45-47, the Program Agreement, and the Terms Agreement. |
The Dealer, party to the Terms Agreement, has agreed to purchase the Notes at an aggregate purchase price of U.S.$ 50,000,000 which is 100 per cent. of the aggregate nominal amount of the Notes. See p. 1 of the Terms Agreement.
| (b) | Stabilization Provisions. Not applicable. |
| (c) | Responsibility of Each Underwriter/Withholding of Commissions. See generally Program Agreement and Terms Agreement. |
Item 3. Distribution Spread. See Final Terms, “Distribution”.
Item 4. Discounts and Commissions to Sub-Underwriters and Dealers. See Item 2(a) above.
Item 5. Other Expenses of Distribution Not applicable.
Item 6. Application of Proceeds. The net proceeds will be used for general operations of the Corporation in accordance with its Articles of Agreement.
Item 7. Exhibits
| A. | Information Statement (dated October 3, 2024);1 |
| B. | Prospectus (October 3, 2023);2 |
| C. | Final Terms (January 27,2026); and |
| D. | Terms Agreement (January 27, 2026). |
| 1 | Incorporated by reference from filing pursuant to Rule 2(a)(3) of Regulation IFC dated October 3, 2024 |
| 2 | Filed on October 18, 2023. |
Exhibit C
EXECUTION VERSION
Final Terms dated January 27, 2026
International Finance Corporation
Issue of
U.S.$50,000,000 3.642 per cent. Fixed Rate Notes due December 8, 2027
under its
Global Medium-Term Note Program
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated October 3, 2023. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Prospectus. Full information on International Finance Corporation (the “Corporation”) and the offer of the Notes is only available on the basis of the combination of this Final Terms and the Prospectus. The Prospectus may be obtained (without charge) from the office of the Corporation at 2121 Pennsylvania Avenue, N.W., Washington D.C. 20433, U.S.A. and is available for viewing at the website of the Corporation (www.ifc.org) and copies may be obtained from the website of the Luxembourg Stock Exchange (www.luxse.com/).
THE NOTES ARE NOT OBLIGATIONS OF ANY OTHER WORLD BANK GROUP ENTITY, INCLUDING THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND THE INTERNATIONAL DEVELOPMENT ASSOCIATION, OR OF ANY GOVERNMENT.
| 1. | Issuer: | International Finance Corporation | ||||||
| 2. | (i) | Series Number: | 2857 | |||||
| (ii) | Tranche Number: | 1 | ||||||
| 3. | Specified Currency or Currencies: | United States Dollars (U.S.$) | ||||||
| 4. | Aggregate Nominal Amount: | |||||||
| (i) | Series: | U.S.$50,000,000 | ||||||
| (ii) | Tranche: | U.S.$50,000,000 | ||||||
| 5. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount | ||||||
| 6. | (i) | Specified Denominations: | U.S.$100,000 and integral multiples of U.S.$100,000 in excess thereof | |||||
| (ii) | Calculation Amount: | U.S.$100,000 | ||||||
| 7. | (i) | Issue Date: | January 29, 2026 | |||||
| (ii) | Interest Commencement Date: | January 29, 2026 | ||||||
| 8. | Maturity Date: | December 8, 2027 | ||||||
| 9. | Interest Basis: | 3.642 per cent. Fixed Rate (further particulars specified below) | ||||||
| 10. | Redemption/Payment Basis: | Redemption at par | ||||||
| 11. | Change of Interest or Redemption/Payment Basis: | Not Applicable | ||||||
| 12. | Put/Call Options: | Not Applicable | ||||||
| 13. | Status of the Notes: | Senior | ||||||
| 14. | Method of distribution: | Non-syndicated | ||||||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||||||||
| 15. | Fixed Rate Note Provisions: | Applicable | ||||||
| (i) | Rate of Interest: | 3.642 per cent. per annum payable semi-annually in arrear | ||||||
| (ii) | Interest Payment Date(s): | June 8 and December 8 in each year, commencing on June 8, 2026, up to and including the Maturity Date, subject to adjustment for payment purposes only in accordance with the Modified Following Business Day Convention | ||||||
| (iii) | Fixed Coupon Amount | U.S.$1,821.00 per Calculation Amount | ||||||
| (iv) | Broken Amount(s): | For the short first coupon, U.S.$1,305.05 per Calculation Amount payable on June 8, 2026 | ||||||
| (v) | Day Count Fraction: | 30/360 (unadjusted) | ||||||
| (vi) | Determination Dates | Not Applicable | ||||||
| (vii) | Other terms relating to the method of calculating interest for Fixed Rate Notes | Not Applicable | ||||||
| 16. | Floating Rate Note Provisions | Not Applicable | ||||||
| 17. | Zero Coupon Note Provisions: | Not Applicable | ||||||
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| 18. | Index Linked Interest Note/other variable-linked interest Note Provisions: | Not Applicable | ||||||
| 19. | Dual Currency Note Provisions: | Not Applicable | ||||||
| PROVISIONS RELATING TO REDEMPTION | ||||||||
| 20. | Call Option: | Not Applicable | ||||||
| 21. | Automatic Early Redemption: | Not Applicable | ||||||
| 22. | Put Option: | Not Applicable | ||||||
| 23. | Final Redemption Amount of each Note: | U.S.$100,000 per Calculation Amount | ||||||
| Capital at Risk Notes: | No | |||||||
| 24. | Early Redemption Amount(s) per Calculation Amount payable on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): | U.S.$100,000 per Calculation Amount | ||||||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||||||||
| 25. | Form of Notes: | Registered Notes:
DTC Global Registered Certificate available on Issue Date | ||||||
| 26. | New Global Note (NGN): | No | ||||||
| 27. | Global Certificate held under the new safe-keeping structure (NSS): | No | ||||||
| 28. | Financial Centre(s) or other special provisions relating to payment dates: | New York | ||||||
| 29. | Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature): | No | ||||||
| 30. | Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made: | Not Applicable | ||||||
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| 31. | Details relating to installment Notes: amount of each installment, date on which each payment is to be made: | Not Applicable | ||||||
| 32. | Redenomination, renominalization and reconventioning provisions: | Not Applicable | ||||||
| 33. | Consolidation provisions: | Not Applicable | ||||||
| 34. | Additional terms: | Applicable
For the purposes of this issue of Notes the first sentence of Condition 6(h) shall be deemed amended to read as follows: “If any date for payment in respect of any Note, Receipt or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day (unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding business day) nor to any interest or other sum in respect of any such postponed payment.” | ||||||
| 35. | Governing law: | New York | ||||||
| DISTRIBUTION | ||||||||
| 36. | (i) | If syndicated, names and addresses of Managers and underwriting commitments: | Not Applicable | |||||
| (ii) | Date of Terms Agreement: | January 27, 2026 | ||||||
| (iii) | Stabilizing Manager(s) (if any): | Not Applicable | ||||||
| 37. | If non-syndicated, name and address of Dealer: | CIBC World Markets Corp. 300 Madison Ave., Floor 8 New York, NY 10017 | ||||||
| 38. | Total commission and concession: | No commissions or concessions are payable in respect of the Notes. An affiliate of the Dealer has arranged a swap with the Corporation in connection with this transaction, and the Dealer will receive from its affiliate amounts sourced from that swap which may comprise compensation. The Dealer may share all or a portion of such compensation with other securities dealers. | ||||||
| 39. | Additional selling restrictions: | Not Applicable | ||||||
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RESPONSIBILITY
The Corporation accepts responsibility for the information contained in this Final Terms.
Signed on behalf of the Corporation:
| By: | /s/ Tom Ceusters | |
| Duly authorized |
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PART B – OTHER INFORMATION
| 1. | LISTING |
| (i) Listing: |
Not listed | |||
| (ii) Admission to trading: |
Not Applicable | |||
| 2. | RATINGS |
| Ratings: | Notes under the Program have been rated: | |||
| S & P: AAA Moody’s: Aaa | ||||
| 3. | USE OF PROCEEDS |
As specified in the Prospectus.
| 4. | INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE |
Save as discussed in “Plan of Distribution” in the Prospectus, so far as the Corporation is aware, no person involved in the offer of the Notes has an interest material to the offer.
| 5. | OPERATIONAL INFORMATION |
| Intended to be held in a manner which would allow Eurosystem eligibility: | No | |||
| ISIN Code: | US45950VVA15 | |||
| Common Code: | 45950VVA1 | |||
| Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking S.A. and The Depository Trust Company and the relevant identification number(s): | Not Applicable | |||
| Delivery: | Delivery against payment | |||
| Names and addresses of additional Paying Agent(s) (if any): | Not Applicable | |||
| Names and addresses of any Exchange Agent(s) (other than the Global Agent) (if any): | Not Applicable | |||
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| 6. | GENERAL |
| Applicable TEFRA exemption: | Not Applicable |
7
Exhibit D
EXECUTION VERSION
TERMS AGREEMENT NO. 2857 UNDER
THE STANDARD PROVISIONS
January 27, 2026
International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
| 1 | The undersigned agrees to purchase from you (the “Corporation”) the Corporation’s U.S.$50,000,000 3.642 per cent. Fixed Rate Notes due December 8, 2027 (the “Notes”) described in the Final Terms, dated as of the date hereof in the form of Annex I hereto (the “Final Terms”) at 9:00 a.m. New York City time on January 29, 2026 (the “Settlement Date”) at an aggregate purchase price of U.S.$ 50,000,000 (which is 100% of the aggregate nominal amount of the Notes) on the terms set forth herein and in the Standard Provisions, dated as of October 11, 2021 (as amended from time to time, the “Standard Provisions”), incorporated herein by reference. In so purchasing the Notes, the undersigned understands and agrees that it is not acting as an agent of the Corporation in the sale of the Notes. |
| 2 | When used herein and in the Standard Provisions as so incorporated, the term “Notes” refers to the Notes as defined herein, the term “Time of Sale” refers to January 22, 2026, 4:53 p.m. New York time and the term “Dealer” refers to the undersigned. All other terms defined in the Prospectus, the Final Terms relating to the Notes and the Standard Provisions shall have the same meaning when used herein. |
| 3 | The Corporation represents and warrants to the undersigned that the representations, warranties and agreements of the Corporation set forth in Clause 2 of the Standard Provisions (with the term “Prospectus” revised to read the “Prospectus as amended and supplemented with respect to Notes at the date hereof”) are true and correct on the date hereof. The Corporation has not committed or earmarked the proceeds of the Notes for lending to, or financing activities with, a specific person or organization. |
| 4 | The obligation of the undersigned to purchase Notes hereunder is subject to the accuracy, on the date hereof and on the Settlement Date, of the Corporation’s representations and warranties contained in Clause 2 of the Standard Provisions and to the Corporation’s performance and observance of all applicable covenants and agreements contained therein, in each case with respect to the Notes. The obligation of the undersigned to purchase Notes hereunder is further subject to the receipt by the undersigned of an officer’s certificate of the Corporation substantially in the form referred to in Clause 6(a) of the Standard Provisions, dated as of the Settlement Date. |
| 5 | The Corporation agrees that it will issue the Notes and the undersigned agrees to purchase the Notes at the purchase price specified above (being equal to the issue price of 100 per cent. of the nominal amount of the Notes). |
| 6 | The purchase price specified above will be paid on the Settlement Date by the Dealer to Citibank, N.A., as custodian for Cede & Co. as nominee for The Depository Trust Company, for transfer in immediately available funds to an account designated by the Corporation. |
| 7 | The Corporation hereby appoints the undersigned as a Dealer under the Standard Provisions solely for the purpose of the issue of Notes to which this Terms Agreement relates. The undersigned accepts such appointment, whereupon it shall be vested, solely with respect to this issue of Notes, with all authority, rights and powers of a Dealer purchasing Notes as principal set out in the Standard Provisions, a copy of which it acknowledges it has received. |
| 8 | In consideration of the Corporation appointing the undersigned as a Dealer under the Standard Provisions solely with respect to this issue of Notes, the undersigned hereby undertakes for the benefit of the Corporation, that, in relation to this issue of Notes, it will perform and comply with all of the duties and obligations expressed to be assumed by a Dealer under the Standard Provisions. |
| 9 | The undersigned acknowledges that such appointment is limited to this particular issue of Notes and is not for any other issue of Notes of the Corporation and that such appointment will terminate upon issue of the relevant Notes, but without prejudice to any rights (including, without limitation, any indemnification rights), duties or obligations of the undersigned which have arisen prior to such termination. |
| 10 | For purposes hereof, the notice details of the undersigned are set out in Schedule I hereto. |
All notices and other communications hereunder shall be in writing and shall be transmitted in accordance with Clause 10 of the Standard Provisions.
| 11 | This Terms Agreement shall be governed by and construed in accordance with the laws of New York. |
| 12 | This Terms Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts together shall constitute one and the same instrument. |
2
| CIBC WORLD MARKETS CORP. | ||
| By: | /s/ Christina Cho | |
| Name: | Christina Cho | |
| Title: | Managing Director | |
| CONFIRMED AND ACCEPTED, as of the date first written above: | ||
| INTERNATIONAL FINANCE CORPORATION | ||
| By: | /s/ Tom Ceusters | |
| Name: | Tom Ceusters | |
| Title: | Director | |
3
SCHEDULE I
Notice Details of the Dealer:
CIBC World Markets Corp.
300 Madison Ave., Floor 8
New York, NY 10017
Attention: Execution Management
Telephone: 212-856-3571
Email: [email protected]
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