SEC Form 15F-12B filed by Telefonica SA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 15F

 

 

CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-09531

 

 

Telefónica, S.A.

(Exact name of registrant as specified in its charter)

 

 

Distrito Telefónica,

Ronda de la Comunicación s/n,

28050 Madrid, Spain

+34 91-482 87 00

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ordinary Shares, nominal value 1.00 euro per share

American Depositary Shares, each representing one Ordinary Share

Fixed Rate Senior Notes Due 2027 (TEF/27)

Fixed Rate Senior Notes Due 2036 (TEF/36)

Fixed Rate Senior Notes Due 2038 (TEF/38)

Fixed Rate Senior Notes Due 2047 (TEF/47)

Fixed Rate Senior Notes Due 2048 (TEF/48)

Fixed Rate Senior Notes Due 2049 (TEF/49)

Fixed Rate Guaranteed Senior Notes Due 2030

(Title of each class of securities covered by this Form)

 

 

Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:

 

Rule 12h-6(a)		☒
(for equity securities)
Rule 12h-6(c)		☒
(for debt securities)
Rule 12h-6(d)		☐
(for successor registrants)
Rule 12h-6(i)		☐
(for prior Form 15 filers)

 

PART I

Item 1. Exchange Act Reporting History

A. Telefónica, S.A. (the “Company”) first incurred the duty to file reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on June 12, 1987.

B. The Company has filed or submitted all reports required under Section 13(a) or Section 15(d) of the Exchange Act and corresponding rules of the U.S. Securities and Exchange Commission (the “SEC”) for the 12 months preceding the filing of this form. The Company has filed at least one annual report under Section 13(a) of the Exchange Act.

Item 2. Recent United States Market Activity

The Company’s American depositary shares (“ADSs”), each representing one ordinary share (nominal value 1.00 euro each), were last sold in the United States in a registered offering under the Securities Act of 1933, as amended (the “Securities Act”), on April 17, 2015, under the automatic shelf registration statement on Form F-3 filed with the SEC on May 22, 2012, as amended by the Post-Effective Amendment No.1 thereto filed with the SEC on March 26, 2015 (File No. 333-181576).

A wholly-owned subsidiary of the Company last sold debt securities guaranteed by the Company in the United States in a registered offering under the Securities Act on March 1, 2019, when Telefónica Emisiones, S.A.U. sold US$1,250,000,000 of its fixed rate senior notes due 2049 under the automatic shelf registration statement on Form F-3 filed with the SEC on April 20, 2018 (File No. 333-224360). These notes are unconditionally and irrevocably guaranteed by the Company.

Item 3. Foreign Listing and Primary Trading Market

A. The primary trading market for the Company’s ordinary shares is the Automated Quotation System (“AQS”) of the Spanish Stock Exchanges (which include the Madrid, Barcelona, Bilbao and Valencia stock exchanges).

B. The Company’s ordinary shares have been listed on the AQS of the Spanish Stock Exchanges since the AQS’s inception on November 6, 1989, which is more than 12 months preceding the filing of this Form 15F.

C. During the 12-month period beginning January 17, 2025, and ending January 16, 2026, 97.59% of trading in the Company’s ordinary shares occurred in, on or through the facilities of the AQS. Accordingly, during this same period, the ADTV of the Company’s ordinary shares on the AQS of the Spanish Stock Exchanges was greater than the ADTV in the United States.

Item 4. Comparative Trading Volume Data

A. The 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i) started on January 17, 2025, and ended on January 16, 2026 (both inclusive) (the “Applicable Period”).

B. The average daily trading volume (“ADTV”) of the ADSs in the United States (in terms of the underlying number of ordinary shares) for the Applicable Period was approximately 887,872 shares. The ADTV of the ordinary shares of the Company on a worldwide basis for the Applicable Period was approximately 36,818,213 shares.

C. The ADTV of the ADSs in the United States (in terms of the underlying number of ordinary shares) for the Applicable Period was 2.41% of the ADTV of the ordinary shares of the Company worldwide for the Applicable Period.

D. The Company delisted the ADSs from the NYSE effective January 18, 2026. As of the last business day preceding such date, January 16, 2026, the ADTV of the ADSs in the United States (in terms of the underlying number of ordinary shares) was 2.41% of the ADTV of the ordinary shares of the Company worldwide for the preceding 12-month period.

E. The Company has not terminated a sponsored American depositary receipt (ADR) facility regarding its ordinary shares.

F. The source of the trading volume information used for determining whether the Company meets the requirements of Rule 12h-6 is Bloomberg L.P.

Item 5. Alternative Record Holder Information

Not applicable.

Item 6. Debt Securities

As of January 20, 2026, the following classes of registered debt securities of certain of the Company’s wholly-owned subsidiaries (the “Notes”) are outstanding. The Company is the guarantor of the Notes.

 

Notes		Issuer		Guarantor		Number of record holders on a worldwide basis
Fixed Rate Senior Notes Due 2027 (TEF/27)		Telefónica Emisiones, S.A.U.		Telefónica, S.A.		154
Fixed Rate Senior Notes Due 2036 (TEF/36)		Telefónica Emisiones, S.A.U.		Telefónica, S.A.		160
Fixed Rate Senior Notes Due 2038 (TEF/38)		Telefónica Emisiones, S.A.U.		Telefónica, S.A.		59
Fixed Rate Senior Notes Due 2047 (TEF/47)		Telefónica Emisiones, S.A.U.		Telefónica, S.A.		91
Fixed Rate Senior Notes Due 2048 (TEF/48)		Telefónica Emisiones, S.A.U.		Telefónica, S.A.		56
Fixed Rate Senior Notes Due 2049 (TEF/49)		Telefónica Emisiones, S.A.U.		Telefónica, S.A.		64
Fixed Rate Guaranteed Senior Notes Due 2030		Telefonica Europe B.V.		Telefónica, S.A.		171

The number of record holders of the aforesaid debt securities on a worldwide basis was determined on the basis of the records of the Depository Trust Company, Euroclear Bank SA/NV and Clearstream Banking SA as of November 14, 2025.

Item 7. Notice Requirement

The Company published notice of its intent to, among others, terminate its duty to file reports under Section 13(a) and Section 15(d) of the Exchange Act on December 17, 2025 and used Bloomberg, Reuters and Dow Jones to disseminate the notice in the United States. In addition, the press release was posted to the Company’s website and submitted to the SEC on Form 6-K via EDGAR on December 17, 2025. The Company has published a further press release on the matter today.

Item 8. Prior Form 15 Filers

Not applicable.

PART II

Item 9. Rule 12g3-2(b) Exemption

The Company will publish the information required under Rule 12g3-2(b)(1)(iii) on its website, www.telefonica.com.

PART III

Item 10. Exhibits

None.

Item 11. Undertakings

The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:

(1) The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);

(2) Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or

(3) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, Telefónica, S.A. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Telefónica, S.A. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.

Date: January 20, 2026