CFE ANNOUNCES EARLY TENDER RESULTS, ACCEPTANCE OF NOTES AND EARLY SETTLEMENT DATE FOR ITS PREVIOUSLY ANNOUNCED CASH TENDER OFFER

MEXICO CITY, Feb. 5, 2026 /PRNewswire/ — Comisión Federal de Electricidad (“CFE” or the “Company“), a state-owned public company (empresa pública del Estado) of the Federal Government of the United Mexican States (“Mexico“), announced today the early tender results of its previously announced offer to purchase for cash its notes of the series set forth in the table below (the “Offer,” and all such notes, collectively, the “Notes” and each a “series” of Notes). In addition, the Company has announced that it has increased the maximum aggregate purchase price of the Notes to be purchased in the Offer (the “Maximum Consideration“) to US$510,746,000 from the previously announced Maximum Consideration of US$500,000,000.

The Offer is being made upon the terms and subject to the conditions set forth in the offer to purchase dated January 22, 2026 (as amended by this press release, the “Offer to Purchase“). Except as described in this press release, all other terms of the Offer as described in the Offer to Purchase remain unchanged. Capitalized terms used in this press release, but not defined herein, have the meanings assigned thereto in the Offer to Purchase.

The following table sets forth certain information relating to the Offer, including the principal amount of Notes tendered on or prior to 5:00 p.m. (New York City time) on February 4, 2026 (the “Early Tender Date“):

Because the acceptance for purchase of all Notes validly tendered in the Offer would cause CFE to pay an Aggregate Purchase Price for all Notes validly tendered at or prior to the Early Tender Date that would exceed the Maximum Consideration, CFE has accepted for purchase only US$510,746,000 principal amount of the tendered 2029 Notes and none of the tendered 2045 Notes and 2052 Notes. CFE has accepted tenders of 2029 Notes tendered on or prior to the Early Tender Date on a pro rata basis according to the proration procedures described in the Offer to Purchase using a proration factor of 82.6034%. The early settlement date on which CFE will make payment for Notes accepted in the Offer is expected to be February 9, 2026 (the “Early Settlement Date“).

Holders of Notes who tender after the Early Tender Date will not have any of their Notes accepted for purchase since the Company has already accepted Notes in the amount of the Maximum Consideration. Any tendered Notes that are not accepted for purchase will be returned without expense to the holder’s account. Holders of 2029 Notes that validly tendered 2029 Notes on or prior to the Early Tender Date and whose 2029 Notes have been accepted for purchase are entitled to receive the total consideration per each US$1,000 principal amount of 2029 Notes accepted for purchase set forth in the Offer to Purchase, which includes an early tender premium as set forth therein, and to receive accrued and unpaid interest on their accepted 2029 Notes from the last interest payment date to, but not including, the Early Settlement Date.

Promptly after 10:00 a.m. (New York City time) today, February 5, 2026, CFE expects to issue a press release announcing (i) the Offer Yield (as defined in the Offer to Purchase), and (ii) the Early Tender Consideration, in each case for the 2045 Notes and the 2052 Notes.

Withdrawal rights for the Offer expired at 5:00 p.m. (New York City time) on February 4, 2026. The Offer will expire at 11:59 p.m. (New York City Time) on February 20, 2026, unless extended by CFE in its sole discretion.

All conditions described in the Offer to Purchase that were to be satisfied or waived on or prior to the Early Tender Date have been satisfied.

CFE has retained BBVA Securities Inc., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and Scotia Capital (USA) Inc. to act as dealer managers in connection with the Offer (the “Dealer Managers“). Any questions or requests for assistance regarding the Offer may be directed to the Dealer Managers at their contact information set forth below.

Copies of the Offer to Purchase may be obtained from Global Bondholder Services Corporation, the tender agent (the “Tender Agent“) and the information agent (the “Information Agent“) for the Offer, at https://www.gbsc-usa.com/cfe/ or +1 (855) 654-2015 (toll-free) or +1 (212) 430-3774 (collect).

Disclaimer

This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Company, the Dealer Managers, the Tender Agent and the Information Agent and any person who controls, or is a director, officer, employee or agent of any such person, or any affiliate of any such person, makes any recommendation as to whether holders of Notes should participate in the Offer.

The Offer to Purchase has not been filed with or reviewed by the U.S. Securities and Exchange Commission, nor has it been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase, and it is unlawful and may be a criminal offense to make any representation to the contrary.

THE INFORMATION CONTAINED HEREIN AND IN THE OFFER TO PURCHASE IS EXCLUSIVELY CFE’S RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR THE “CNBV”). CFE HAS NOT FILED AND WILL NOT FILE WITH THE CNBV A REQUEST FOR AUTHORIZATION OF THE OFFER. THE OFFER DOES NOT CONSTITUTE A PUBLIC OFFERING (OFERTA PÚBLICA) OF ANY KIND (INCLUDING AN OFERTA PÚBLICA DE ADQUISICIÓN) IN MEXICO AND IT MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. THE OFFER MAY ONLY BE MADE AVAILABLE IN MEXICO TO INVESTORS THAT QUALIFY AS INSTITUTIONAL OR ACCREDITED INVESTORS (INVERSIONISTAS INSTITUCIONALES OR INVERSIONISTAS CALIFICADOS), SOLELY PURSUANT TO THE PRIVATE OFFERING EXEMPTION SET FORTH IN NUMERAL I. OF ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). IN MAKING A DECISION AS TO WHETHER TO TENDER ANY OF THEIR NOTES, ALL HOLDERS MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF THE TERMS OF THE OFFER. CFE WILL NOTIFY THE CNBV OF THE RESULTS OF THE OFFER FOR INFORMATIONAL AND STATISTICAL PURPOSES ONLY, AND THE FILING OR RECEIPT OF SUCH NOTICE BY THE CNBV DOES NOT IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES, CFE’S SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN.

The Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to sell or a solicitation of an offer to buy any notes that may be offered by CFE as part of any financing transaction. The Offer is not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Forward-Looking Statements

Statements in this press release may be forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. CFE undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

View original content:https://www.prnewswire.com/news-releases/cfe-announces-early-tender-results-acceptance-of-notes-and-early-settlement-date-for-its-previously-announced-cash-tender-offer-302680213.html

SOURCE Comision Federal de Electricidad