Filed pursuant to Rule 433
Registration Statement No. 333-278506
Sanofi
Pricing Term Sheet for the 2027 Fixed Rate Notes
U.S.$400,000,000 3.750% Notes due 2027 (the “2027 Fixed Rate Notes”)
| Issuer |
Sanofi | |
| Format |
SEC-registered global notes | |
| Title |
3.750% Notes due 2027 (the “2027 Fixed Rate Notes”) | |
| Principal |
U.S.$400,000,000 | |
| Issue Price |
99.998% plus accrued interest, if any, from November 3, 2025 | |
| Pricing Date |
October 27, 2025 | |
| Expected Settlement Date |
November 3, 2025 (T+5) | |
| Maturity Date |
November 3, 2027 | |
| Day Count |
30/360 | |
| Day Count Convention |
Following unadjusted | |
| Optional Redemption |
Make-whole call at Treasury Rate plus 5 bps | |
| Tax Redemption |
Applicable | |
| Ranking |
Unsecured and unsubordinated | |
| Interest Rate |
3.750% per annum | |
| Benchmark Treasury |
3.500% due September 30, 2027 | |
| Benchmark Treasury Price |
99-31 7/8 | |
| Benchmark Treasury Yield |
3.501% | |
| Spread to Benchmark Treasury |
+25bps | |
| Yield to Maturity |
3.751% | |
| Date Interest Starts Accruing |
November 3, 2025 | |
| Interest Payment Dates |
Each November 3 and May 3, commencing May 3, 2026 | |
| Regular record dates for interest |
Each October 19 and April 18 | |
| Trustee |
Deutsche Bank Trust Company Americas | |
| Listing |
None | |
| Denominations |
U.S.$2,000 and increments of U.S.$1,000 above that amount | |
| Expected Ratings of the Notes* |
Moody’s: Aa3/Stable | |
| Standard & Poor’s: AA/Stable | ||
| Scope Ratings: AA/Stable | ||
| CUSIP/ISIN |
801060 AE4 / US801060AE44 | |
| Global Coordinators and Joint Book- Running Managers | Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc. | |
| Joint Book-Running Managers | J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC | |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
It is expected that delivery of the notes will be made against payment on November 3, 2025 (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to one business day before delivery of the notes hereunder will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior their date of delivery hereunder should consult their advisors.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies may be obtained from Barclays Capital Inc. toll-free at 1-888-603-5847, BNP Paribas Securities Corp. toll-free at 1-800-854-5674 and BofA Securities, Inc. toll-free at 1-800-294-1322.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.