BBVA Board approves €1.5 bn CoCo authorization without pre-emption

Rhea-AI Filing Summary

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.

Positive

• Board approval gives BBVA the option to raise up to €1.5 billion through contingent convertible securities, expanding its future financing flexibility.

Negative

• Issuance excludes pre-emption rights, meaning current shareholders could face potential dilution when the CoCos convert into new shares. The absence of term details leaves cost and capital impact uncertain.

Insights

Financial Analyst

TL;DR: BBVA gains board approval for up to €1.5 bn CoCo issuance; dilution possible, details pending.

The filing authorises BBVA to issue contingent convertible securities (CoCos) up to €1.5 billion. CoCos convert into newly issued shares, so shareholder dilution could occur if the conversion trigger is met. Excluding pre-emption rights expedites execution but removes priority for existing holders. Because pricing, coupon, loss-absorption trigger, and timetable are undisclosed, the net capital impact and cost of funds remain unknown. For now, the news simply broadens BBVA’s capital-raising toolkit; material effects will hinge on final terms.

Risk Analyst

TL;DR: Board nod adds contingent capital flexibility; investor dilution risk flagged.

Authorised CoCos strengthen regulatory Tier 1 when issued, yet they embed equity conversion risk. The exclusion of pre-emption rights may draw scrutiny from existing shareholders concerned about dilution. Until parameters like trigger levels and interest rates are published, market impact is indeterminate. Overall, the disclosure is procedural rather than transformational at this stage.

 

UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2025

Commission file number: 1-10110

 

 

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

(Exact name of Registrant as specified in its charter)

BANK BILBAO VIZCAYA ARGENTARIA, S.A.

(Translation of Registrant’s name into English)

 

 

Calle Azul 4,

28050 Madrid

Spain

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

  Form 20-F    X         Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

  Yes           No      X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

  Yes           No      X

 

 

 

Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), in compliance with the Securities Market legislation, hereby proceeds to notify the following:

INSIDE INFORMATION

The Board of Directors of BBVA has approved an issuance of securities contingently convertible into newly issued ordinary shares of BBVA up to a maximum amount of 1,500 million euros, excluding the shareholders’ pre-emption right (the “Issuance”). The specific terms of the Issuance will be communicated by BBVA at the time it may decide to carry out its execution.

Madrid, 25 June 2025

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	 		 	Banco Bilbao Vizcaya Argentaria, S.A.			 
Date: June 25, 2025  	 		 	By: /s/ José María Caballero Cobacho			 
	 		 	 			 
	 		 	Name: José María Caballero Cobacho			 
	 		 	Title: Global ALM Director			 

FAQ

What did BBVA (BBVA) announce in its June 2025 Form 6-K?

BBVA’s Board approved issuing securities contingently convertible into ordinary shares for up to €1.5 billion, without shareholder pre-emption rights.

Will existing BBVA shareholders have pre-emptive rights in the new issuance?

No. The filing specifies that pre-emption rights are excluded for the contemplated issuance.

How large is the contingent convertible issuance authorized by BBVA?

The Board authorised a maximum aggregate amount of €1.5 billion in contingent convertible securities.

When will BBVA provide detailed terms of the CoCo issuance?

The bank will disclose the specific terms at the time it decides to execute the transaction; no timetable is given in this filing.

Who signed the BBVA Form 6-K filing dated 25 June 2025?

The document was signed by José María Caballero Cobacho, Global ALM Director.