PANAMA CITY, Panama, Feb. 13, 2026 (GLOBE NEWSWIRE) -- The Republic of Panama (“Panama”) announced today the Reference Yields for the Reference U.S. Treasury Securities, as of 2:00 p.m., New York City time, on February 13, 2026, for its previously announced offer to purchase for cash (the “Offer”) its outstanding global bonds listed in the table below (the “Old Bonds”), made on the terms and subject to the conditions set forth in the Offer to Purchase, dated February 9, 2026 (the “Offer Document”). All capitalized terms used but not defined herein have the meanings specified in the Offer Document.
In accordance with the Offer Document, the Reference Yield for each series of Old Bonds was determined at 2:00 p.m., New York City time, on February 13, 2026. Based on such Reference Yields and the applicable Fixed Spread, the Tender Offer Yield and Purchase Price for each series of Old Bonds are set forth in the table below.
Old Bonds
| Old Bonds | Security Identifier | Reference U.S. Treasury Security | Reference Yield | Fixed Spread (basis point) | Tender Offer Yield | Purchase Price(1) | ||
| 8 7/8% U.S. Dollar-Denominated Global Bonds due 2027 | CUSIP: 698299 AD6 | T 3.500 01/31/2028 | 3.42 | % | 25 | 3.67 | % | US$1,080.24 |
| ISIN: US698299AD63 | ||||||||
| 3.875% Global Bonds due 2028 | CUSIP: 698299 BF0 | T 3.500 01/31/2028 | 3.42 | % | 80 | 4.22 | % | US$993.22 |
| ISIN: US698299BF03 | ||||||||
| 9.375% U.S. Dollar-Denominated Global Bonds due 2029 | CUSIP: 698299 AK0 | T 3.500 01/15/2029 | 3.46 | % | 50 | 3.96 | % | US$1,156.77 |
| ISIN: US698299AK07 | ||||||||
| 3.160% Global Bonds due 2030 | CUSIP: 698299 BK9 | T 3.750 01/31/2031 | 3.62 | % | 85 | 4.47 | % | US$953.31 |
| ISIN: US698299BK97 | ||||||||
| 7.500% Global Bonds due 2031 | CUSIP: 698299 BX1 | T 3.750 01/31/2031 | 3.62 | % | 80 | 4.42 | % | US$1,133.24 |
| ISIN: US698299BX19 | ||||||||
| 2.252% Global Bonds due 2032 | CUSIP: 698299 BN3 | T 3.750 01/31/2031 | 3.62 | % | 140 | 5.02 | % | US$845.99 |
| ISIN: US698299BN37 | ||||||||
| 3.298% Global Bonds due 2033 | CUSIP: 698299 BR4 | T 4.00 11/15/2035 | 4.06 | % | 95 | 5.01 | % | US$901.33 |
| ISIN: US698299BR41 | ||||||||
| 8.125% Global Bonds due 2034 | CUSIP: 698299 AT1 | T 4.00 11/15/2035 | 4.06 | % | 110 | 5.16 | % | US$1,196.09 |
| ISIN: US698299AT16 | ||||||||
| 6.400% Global Bonds due 2035 | CUSIP: 698299 BT0 | T 4.00 11/15/2035 | 4.06 | % | 105 | 5.11 | % | US$1,090.32 |
| ISIN: US698299BT07 | ||||||||
| 6.700% U.S. Dollar-Denominated Amortizing Global Bonds due 2036 | CUSIP: 698299 AW4 | T 4.00 11/15/2035 | 4.06 | % | 110 | 5.16 | % | US$1,109.20 |
| ISIN: US698299AW45 | ||||||||
| 6.875% Global Bonds due 2036 | CUSIP: 698299 BW3 | T 4.00 11/15/2035 | 4.06 | % | 125 | 5.31 | % | US$1,117.77 |
| ISIN: US698299BW36 | ||||||||
| 8.000% Global Bonds due 2038 | CUSIP: 698299 BY9 | T 4.00 11/15/2035 | 4.06 | % | 140 | 5.46 | % | US$1,208.48 |
| ISIN: US698299BY91 | ||||||||
| 4.500% Global Bonds due 2047 | CUSIP: 698299 BG8 | T 4.625 11/15/2045 | 4.65 | % | 140 | 6.05 | % | US$820.74 |
| ISIN: US698299BG85 | ||||||||
| 4.500% Global Bonds due 2050 | CUSIP: 698299 BH6 | T 4.625 11/15/2045 | 4.65 | % | 145 | 6.10 | % | US$803.20 |
| ISIN: US698299BH68 | ||||||||
| 4.30% Global Bonds due 2053 | CUSIP: 698299 BB9 | T 4.750 08/15/2055 | 4.71 | % | 125 | 5.96 | % | US$781.65 |
| ISIN: US698299BB98 | ||||||||
| 6.853% Global Bonds due 2054 | CUSIP: 698299 BV5 | T 4.750 08/15/2055 | 4.71 | % | 140 | 6.11 | % | US$1,098.11 |
| ISIN: US698299BV52 | ||||||||
| 4.500% Global Bonds due 2056 | CUSIP: 698299 BM5 | T 4.750 08/15/2055 | 4.71 | % | 140 | 6.11 | % | US$782.54 |
| ISIN: US698299BM53 | ||||||||
| 7.875% Global Bonds due 2057 | CUSIP: 698299 BZ6 | T 4.750 08/15/2055 | 4.71 | % | 150 | 6.21 | % | US$1,227.11 |
| ISIN: US698299BZ66 | ||||||||
| 3.870% Global Bonds due 2060 | CUSIP: 698299 BL7 | T 4.750 08/15/2055 | 4.71 | % | 125 | 5.96 | % | US$698.95 |
| ISIN: US698299BL70 | ||||||||
| 4.500% Global Bonds due 2063 | CUSIP: 698299 BS2 ISIN: US698299BS24 | T 4.750 08/15/2055 | 4.71 | % | 125 | 5.96 | % | US$785.12 |
(1) Purchase price per U.S.$1,000 of Old Bonds.
The Offer is scheduled to expire at 5:00 p.m., New York City time, on Friday, February 13, 2026, unless extended. Settlement for the Offer is scheduled to occur on Monday, February 23, 2026, subject to the conditions in the Offer Document, including the New Bonds Financing Condition (as defined in the Offer Document) and subject to change without notice. Completion of the Offer remains subject to the conditions contained in the Offer Document and Panama’s sole discretion. Payment of the Old Bonds’ Accrued Interest will be made from funds other than the proceeds of the New Bonds Offering.
The Offer Document may be downloaded from the Information Agent’s website at www.dfking.com/panama or obtained from the Information Agent, D.F. King & Co. Inc., or from any of the Dealer Managers using the below contact information.
The Dealer Managers for the Tender Offer are:
| Dealer Managers | ||
| BofA Securities, Inc. One Bryant Park New York, New York 10036 United States of America U.S. Toll Free: +1 (888) 292-0070 U.S. Collect: +1 (646) 855-8998 | J.P. Morgan Securities LLC 270 Park Avenue New York, New York 10017 United States of America U.S. Toll-Free: +1 (866) 846-2874 U.S. Collect: + 1 (282) 834-7279 | |
Questions regarding the Tender Offer may be directed to the Dealer Managers at the above contact.
Contact information for the Tender Agent and Information Agent:
D.F. King & Co., Inc.
28 Liberty Street, 53rd Floor
New York, New York 10005
U.S. Toll Free: + 1 (800) 864-1460
Toll: + 1 (212) 256-9087
Email: panama@dfking.com
Website: www.dfking.com/panama
* * *
Important Notice
The distribution of materials relating to the Tender Offer and the transactions contemplated by the Tender Offer may be restricted by law in certain jurisdictions. The Tender Offer is void in all jurisdictions where it is prohibited. If materials relating to the Tender Offer come into a holder’s possession, the holder is required by Panama to inform itself of and to observe all of these restrictions. The materials relating to the Tender Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Tender Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate on behalf of Panama in that jurisdiction. Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as “holders.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of Old Bonds or any offer made pursuant to the Tender Offer in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The offering of any securities will be made only by means of a prospectus supplement and the accompanying prospectus and an offer to purchase in Canada, under applicable exemptions from any prospectus or registration requirements.
The Offer to Purchase, and any other documents or materials related to such offers have not been and will not be registered with the Italian Securities Exchange Commission (Commissione Nazionale per le Società e la Borsa, the “CONSOB”) pursuant to applicable Italian laws and regulations. The Tender Offer is being carried out pursuant to the exemptions provided for, with respect to the Tender Offer, in Article 101 bis, paragraph 3 bis of Legislative Decree No. 58 of 24 February 1998, as amended (the “Consolidated Financial Act”) and Article 35 bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Old Bonds that are resident and/or located in Italy can tender the Old Bonds for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Regulation (EU) 2017/1129, the Consolidated Financial Act, the CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations or with any requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis à vis its clients in connection with the bonds or the relevant offering.
Neither the Offer to Purchase, nor any other documents or materials relating to the Tender Offer have been approved by, or will be submitted for the approval of, the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, the “CNBV”) and, therefore, the Old Bonds have not been, and may not be offered or sold publicly in Mexico. However, investors that qualify as institutional or qualified investors pursuant to the private placement exemption set forth in article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) may be contacted in connection with, and may participate in, the Tender Offer. The participation in the Tender Offer will be made under such investor’s own responsibility.
The Tender Offer is not intended for any person who is not qualified as an institutional investor, in accordance with provisions set forth in Resolution SMV No. 021-2013-SMV-01 issued by Superintendency of Capital Markets (Superintendencia del Mercado de Valores) of Peru, and as subsequently amended. No legal, financial, tax or any other kind of advice is hereby being provided.
The Offer to Purchase has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. The Tender Offer constitutes an offering of securities in Singapore pursuant to the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”).
Neither the communication of the Offer Document nor any other offer material relating to the Offer has been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”). Accordingly, the Offer Document is not being distributed to, and must not be passed on to, the general public in the United Kingdom (“UK”). The Offer Document is only being distributed to and is only directed at (i) persons who are outside the UK; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); or (iii) high net worth entities and other persons to whom it may be lawfully communicated falling within Article 49(2)(a) to (d) of the Order (all such persons falling within (i)-(iii) together being referred to as “relevant persons”). Any investment or investment activity to which the Offer Document relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the Offer Document or any of its contents.
