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Key event: Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) has filed a Form 6-K announcing that its Board of Directors has approved an issuance of securities that are contingently convertible into newly issued ordinary BBVA shares for an aggregate amount of up to €1.5 billion. The issuance will be carried out without pre-emption rights for existing shareholders.
Terms still pending: The filing states that BBVA will disclose the specific terms and timing when it decides to execute the transaction. No details on pricing, coupon, conversion trigger, or schedule are included in this report.
Regulatory context: The announcement is classified as “Inside Information” under Spanish Securities-Market legislation and is being furnished to the U.S. SEC under Rule 13a-16/15d-16. The document is signed by José María Caballero Cobacho, Global ALM Director, on 25 June 2025.
Immediate implications: • Board authorization enables BBVA to raise capital through contingent convertible instruments up to the stated limit.
• Exclusion of pre-emption rights means existing shareholders will not have an automatic allocation in the potential offering.
• Because conversion would involve issuing new ordinary shares, future dilution is possible if the instruments are triggered, but the impact cannot be assessed until full terms are released.
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) reports that Spain’s Council of Ministers has formally authorised its voluntary tender offer for 100% of Banco de Sabadell, S.A., clearing a key regulatory hurdle originally filed with the CNMV on 24 May 2024. The approval is, however, conditional on a three-year period during which BBVA and Sabadell must retain separate legal entities, equity and autonomous decision-making in four areas: (i) financing & credit—especially for SMEs, (ii) human-resources policies, (iii) branch network & banking services, and (iv) the foundations’ social-work programmes. After the initial term, the Council will review whether to extend the restriction for up to two additional years.
The Secretary of State for Economy and Business Support (SEEAE) will act as supervisory body. Between six and two months before the three-year period ends, both banks must submit (1) a detailed status report explaining how separate management was maintained and (2) a publicly posted five-year structural plan describing the transaction’s future impact on the identified public-interest criteria.
The government also confirms the commitments required earlier by Spain’s competition authority (CNMC). BBVA is currently assessing the resolution under Article 26.1 of Royal Decree 1066/2007 to determine its next procedural steps. No financial terms of the offer or additional earnings guidance are provided in this filing.
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