UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 18-K/A
For Foreign Governments and Political Subdivisions Thereof
AMENDMENT NO. 1
to
ANNUAL REPORT
of
COUNCIL OF EUROPE DEVELOPMENT BANK
(Name of registrant)
Date of end of last fiscal year: December 31, 2025
SECURITIES REGISTERED*
(As of the close of the fiscal year)
| Titles of Issue | Amount as to Which Registration is Effective |
Names of Exchanges on Which Registered | ||
| N/A | N/A | N/A | ||
Name and address of person authorized to receive notices
and communications from the Securities and Exchange Commission:
Krystian Czerniecki
Sullivan & Cromwell LLP
Neue Mainzer Strasse 52
60311 Frankfurt am Main
Germany
* The registrant files annual reports on Form 18-K on a voluntary basis.
TABLE OF CONTENTS
Page
| EXPLANATORY NOTE | 3 | |
| CAPITALIZATION AND INDEBTEDNESS | 4 | |
| SIGNATURE | 5 | |
| EXHIBIT INDEX | 6 | |
| EXHIBIT 6 | HALF-YEAR REPORT: CONDENSED INTERIM FINANCIAL STATEMENTS AS AT 30 JUNE 2026 | |
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This Amendment No. 1 to the annual report on Form 18-K for the fiscal year ended December 31, 2025 (the “Annual Report”) is filed by Council of Europe Development Bank (“CEB”), a multilateral development bank with a social mandate governed by the Third Protocol to the General Agreement on Privileges and Immunities of the Council of Europe of March 6, 1959, by its Articles of Agreement as amended (the “Articles”) and by regulations issued pursuant to the Articles. This amendment to the Annual Report on Form 18-K, including any future amendments, is intended to be incorporated by reference into CEB’s prospectus dated October 30, 2020 and any future prospectus filed by CEB with the Securities and Exchange Commission to the extent such prospectus indicates that it intends this report to be incorporated by reference.
In this Annual Report, references to “€”, “euro” and “EUR” are to the single European currency of the member States of the European Union participating in the euro. References to “U.S. dollars”, “$” or “USD” are to United States dollars.
The Annual Report is hereby amended as follows:
| 1. | Exhibit 3 is hereby amended by replacing the text in the “Capitalization and Indebtedness” section with the text under the caption “Capitalization and Indebtedness” on page 4 hereof; and |
| 2. | Exhibit 6 hereto, entitled “Half-Year Report: Condensed Interim Financial Statements as at 30 June 2026”, is added to the Annual Report. |
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CAPITALIZATION AND INDEBTEDNESS
The following table sets forth the CEB’s capitalization and indebtedness as of June 30, 2026. It does not otherwise give effect to any transaction since that date. Since June 30, 2026, there has been no material change in the capitalization of CEB except for the following issuances:
| · | Under the CEB’s Medium Term Note Program: GBP 150 million (approximately €175 million based on the exchange rate at the time of the issuance) 3.875% Notes due January 12, 2029 in August 2026, EUR 50 million 3.125% Notes due September 13, 2028 in September 2026, EUR 15 million 3.100% Notes due September 11, 2028 in September 2026, USD 250 million (approximately €215 million based on the exchange rate at the time of the issuance) SOFR-linked floating-rate Notes due February 11, 2030 in September 2026, EUR 50 million 0.750% Notes due January 24, 2028 in September 2026, GBP 300 million (approximately €350 million based on the exchange rate at the time of the issuance) SONIA-linked floating-rate Notes due September 28, 2029 in September 2026. |
| · | Under the CEB’s Euro Commercial Paper Program: approximately EUR 1 122 million (based on the exchange rate as at October 15, 2026) issued since June 30, 2026; an amount of EUR 1 077 million was still outstanding as at October 15, 2026. |
| As of June 30, 2026 | |||
| (unaudited) (in thousands of euros) | |||
| Short-term Debt(1) | 7,918,695 | ||
| Long-term Debt(2) | 27,865,370 | ||
| Equity | |||
| Capital(3) | |||
| Subscribed | 9,622,868 | ||
| Uncalled | (7,856,618 | ) | |
| Called | 1,766,250 | ||
| General Reserve(4) | 3,096,851 | ||
| Gains or losses recognized directly in equity | (11,791 | ) | |
| Net profit | 70,133 | ||
| Total Equity | 4,921,443 | ||
| Total Capitalization(5) | 32,786,813 |
| (1) | See “Financial Review—Balance Sheet—Funding” in the Annual Report. Consists of current portion of long-term debt plus existing debt securities with a maturity of less than one year as of the issue date, excluding accrued interest and value adjustment of debt securities hedged by derivatives. | |
| (2) | See “Financial Review—Balance Sheet—Funding” in the Annual Report. Consists of non-current portion of debt securities with a maturity of more than one year as of the issue date, excluding accrued interest and value adjustment of debt securities hedged by derivatives. None of the CEB’s debt is guaranteed by other parties or secured. | |
| (3) | See “Capital Structure—Subscribed, Called and Uncalled Capital” in the Annual Report. | |
| (4) | The CEB’s general reserve represents retained earnings and a portion of the contributions paid in by new Member States upon accession. See “Capital Structure—Reserves” in the Annual Report. | |
| (5) | Total capitalization consists of long-term debt and total equity. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France on October 20, 2026.
| COUNCIL OF EUROPE DEVELOPMENT BANK | |||
| By: | [/s/ Isabelle Josef] | ||
| Name: | Isabelle Josef | ||
| Title: | Head of Settlements, Payments and Collateral Division | ||
| By: | [/s/ Rafael Ruisanchez Capelastegui] | ||
| Name: | Rafael Ruisanchez Capelastegui | ||
| Title: | Chief Risk Officer | ||
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| Exhibit Number | Description | |
| 6. | HALF-YEAR REPORT: CONDENSED INTERIM FINANCIAL STATEMENTS AS AT 30 JUNE 2026 |
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