Base Prospectus Dated 18 March 2026
This document constitutes two base prospectuses for the purposes of article 8(1) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended, (the "Prospectus Regulation"): (i) the base prospectus of TRATON SE in respect of non-equity securities within the meaning of article 2(c) of the Prospectus Regulation ("Non-Equity Securities") and (ii) the base prospectus of TRATON Finance Luxembourg S.A. in respect of Non-Equity Securities (together, the "Prospectus").
TRATON SE (Munich, Federal Republic of Germany) as Issuer and, in respect of Notes issued by TRATON Finance Luxembourg S.A. as Guarantor TRATON Finance Luxembourg S.A. (Strassen, Grand Duchy of Luxembourg) as Issuer €18,000,000,000 Debt Issuance Program (the "Program")
This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") as competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer or of the quality of the notes issued under the Program (the "Notes") that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of each issuer pursuant to article 6(4) of the Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières) (the "Luxembourg Law") and assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus.
Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and to admit Notes to trading on the Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg". The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended. However, Notes may also be issued under the Program which are listed on a stock exchange other than the Luxembourg Stock Exchange or which are not listed on any stock exchange.
Arranger Deutsche Bank Dealers
Barclays BBVA BNP PARIBAS BofA Securities Citigroup Commerzbank Crédit Agricole CIB Danske Bank Deutsche Bank Goldman Sachs Bank Europe SE ING J.P. Morgan Mizuho Morgan Stanley Santander Corporate & Investment Banking Société Générale Corporate & Investment Banking SEB Swedbank UniCreditThis Prospectus and any supplement to this Prospectus will be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (https://www.LuxSE.com). It replaces the base prospectus of the issuers relating to the Program dated 24 March 2025. The Prospectus (as supplemented, if applicable) is valid for a period of twelve months from its date of approval. The validity ends upon the expiration on 18 March 2027.
The obligation to supplement this Prospectus in accordance with article 23 of the Prospectus Regulation in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Prospectus is no longer valid.
RESPONSIBILITY STATEMENTTRATON SE ("TRATON", the "Company" or the "Guarantor") with its registered office in Munich, Federal Republic of Germany and TRATON Finance Luxembourg S.A. ("TFL") with its registered office in Strassen, Grand Duchy of Luxembourg (the Company and TFL each an "Issuer" and together the "Issuers") accept responsibility for the information contained in this Prospectus and for the information which will be contained in the Final Terms (as defined herein).
Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
CERTAIN DEFINED TERMSThe terms TRATON GROUP and "Group" as used in this Prospectus refer to TRATON and its consolidated subsidiaries.
In 2021, TRATON SE implemented a merger squeeze-out of the minority shareholders of MAN SE. The merger between MAN SE and TRATON SE became effective on 31 August 2021, with MAN SE ceasing to exist as a legal entity. As a result of the merger, TRATON SE became the legal successor of MAN SE. MAN SE shares were delisted on 31 August 2021. Accordingly, references to the legal entity "MAN SE", when used in the Prospectus, refer to the legal entity that existed until 31 August 2021.
NOTICEThis Prospectus should be read and understood in conjunction with any supplement hereto and with any other documents incorporated herein by reference and, in relation to any tranche of Notes (each a "Tranche"), together with the relevant final terms (the "Final Terms"). Full information on the Issuers and any Tranche is only available on the basis of the combination of the Prospectus, any supplement to the Prospectus and the relevant Final Terms.
Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information with regard to TFL, TRATON, the Notes and the Guarantee which is material in the context of the Program and the issue and offering of Notes thereunder; that the information contained herein with respect to TFL, TRATON, the Notes and the Guarantee is accurate in all material respects and is not misleading; that the opinions and intentions relating to it expressed herein are honestly held and there are no other facts the omission of which would make any of the information contained herein, or the expression of any such opinions or intentions, misleading in any material respect; and that all reasonable inquiries have been made to ascertain all facts and to verify the accuracy of all statements contained herein.
This Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. The delivery of this Prospectus, any supplement thereto, or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue or that there has been no adverse change in the financial situation of the Issuers or the Guarantor since such date or that any other
information supplied in connection with the Program is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
Each Issuer has undertaken with the Dealers to supplement this Prospectus by publishing a supplement in accordance with applicable law in the event of any significant new factor, material mistake or material inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted between the time when this Prospectus has been approved and when trading of any Tranche of Notes on a regulated market begins in respect of Notes issued on the basis of this Prospectus.
No person has been authorized to give any information which is not contained in or not consistent with this Prospectus or any other document entered into in relation to the Program or any information supplied by any Issuer or any other information in the public domain and, if given or made, such information must not be relied upon as having been authorized by the Issuers, the Dealers or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers, is responsible for the information contained in this Prospectus or any supplement hereto, or any Final Terms or any document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable in the European Economic Area (the "EEA") in general, the Hong Kong Special Administrative Region of the People's Republic of China (Hong Kong), the People's Republic of China (the "PRC"), the United States of America ("United States" or "U.S."), the United Kingdom (the "UK"), Japan, the Republic of Singapore ("Singapore"), the Republic of South Africa ("South Africa") and Switzerland see "Selling Restrictions". In particular, the Notes and the guarantee thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and include notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes or the guarantee thereof may not be offered, sold or delivered in, into nor within the United States or to U.S. persons. Notes issued through Clearstream Europe AG, pursuant to the terms of a book-entry registration agreement will only be transferable by book entry and are intended to be treated as issued in registered form for U.S. federal income tax purposes.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "Distributor") should take into consideration the target market assessment; however, a Distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593, as amended (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules. Neither TRATON nor TFL is a manufacturer or Distributor for the purposes of the MiFID Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "UK Distributor") should take into consideration the target market assessment; however, a UK Distributor subject to the UK Financial Conduct Authority ("FCA") Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules. Neither TRATON nor TFL is a manufacturer or UK Distributor for the purposes of the UK MiFIR Product Governance Rules.
PRIIPS REGULATION - EEA RETAIL INVESTORS - If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail Investors", the relevant Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of article 4(1) of MiFID II or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MiFID II. If the abovementioned legend is included in the relevant Final Terms, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. UK PRIIPS REGULATION - UK RETAIL INVESTORS - If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is either one (or both) of the following:(i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. If the above-mentioned legend is included in the relevant Final Terms, no key information document required by the PRIIPs Regulation as it forms part of UK law by virtue of the EUWA
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Traton SE published this content on March 18, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 19, 2026 at 09:57 UTC.

















