STOCK TITAN

BBVA issues $2.3B in new senior dollar notes

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. (BBVA) reports the issuance of three U.S. dollar-denominated senior non-preferred note tranches under its existing shelf registration. These comprise U.S.$1,000,000,000 of 4.977% Fixed Rate Notes due 2029, U.S.$1,000,000,000 of 5.244% Fixed Rate Notes due 2031, and U.S.$300,000,000 of Floating Rate Notes due 2029.

The report includes the pricing agreement, supplemental indentures with The Bank of New York Mellon (London Branch) as trustee and related agents, forms of the security certificates, and legal opinions from Davis Polk & Wardwell LLP and J&A Garrigues, S.L.P. The notes are incorporated by reference into BBVA’s Form F-3 registration statement.

Positive

  • None.

Negative

  • None.

Filing Explained

BBVA’s disclosed note sale adds fixed- and floating-rate debt obligations due in 2029 and 2031; proceeds and common-holder effects are not quantified.

BBVA reports the issuance and sale of three U.S.-dollar senior non-preferred note tranches, placing the transaction at the disclosed issued-and-sold stage and adding note obligations to the company’s capital structure.

The two fixed-rate tranches have stated coupons and maturities in 2029 and 2031, while the third has a floating rate and matures in 2029; these are debt terms rather than common-share issuance.

The filing also incorporates the notes into the Form F-3 registration statement and includes legal opinions on their registration, which is documentation separate from the reported issuance and sale.

The filing does not state the use of proceeds, conversion mechanics, or an effect on common ownership, leaving those financing and holder effects unresolved in this disclosure.

2029 Fixed Rate Notes principal U.S.$1,000,000,000 Aggregate principal amount of 4.977% Senior Non-Preferred Fixed Rate Notes due 2029
2029 Fixed Rate Notes coupon 4.977% Interest rate on Senior Non-Preferred Fixed Rate Notes due 2029
2031 Fixed Rate Notes principal U.S.$1,000,000,000 Aggregate principal amount of 5.244% Senior Non-Preferred Fixed Rate Notes due 2031
2031 Fixed Rate Notes coupon 5.244% Interest rate on Senior Non-Preferred Fixed Rate Notes due 2031
2029 Floating Rate Notes principal U.S.$300,000,000 Aggregate principal amount of Senior Non-Preferred Floating Rate Notes due 2029
Total Notes principal U.S.$2,300,000,000 Combined aggregate principal for all three Senior Non-Preferred Note tranches
Senior Non-Preferred financial
"aggregate principal amount of 4.977% Senior Non-Preferred Fixed Rate Notes due 2029"
Floating Rate Notes financial
"aggregate principal amount of Senior Non-Preferred Floating Rate Notes due 2029"
Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.
Supplemental Indenture financial
"Fifth Supplemental Indenture for the 2029 Fixed Rate Notes dated as of September 3, 2026"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Calculation Agent financial
"as Trustee, Paying Agent, Transfer Agent, Calculation Agent and Security Registrar"
Registration Statement on Form F-3 regulatory
"incorporated by reference into the Registration Statement on Form F-3"
A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

FAQ

What new notes has BBVA (BBVA) issued according to this Form 6-K?

BBVA has issued U.S.$1,000,000,000 4.977% Senior Non-Preferred Fixed Rate Notes due 2029, U.S.$1,000,000,000 5.244% Senior Non-Preferred Fixed Rate Notes due 2031, and U.S.$300,000,000 Senior Non-Preferred Floating Rate Notes due 2029.

What is the total aggregate principal amount of BBVA’s new notes?

The total aggregate principal amount of BBVA’s new senior non-preferred notes is U.S.$2,300,000,000, consisting of two U.S.$1,000,000,000 fixed-rate tranches and one U.S.$300,000,000 floating-rate tranche.

What are the interest rates and maturities of BBVA’s fixed-rate notes?

BBVA’s fixed-rate issuances include 4.977% Senior Non-Preferred Fixed Rate Notes due 2029 in the amount of U.S.$1,000,000,000 and 5.244% Senior Non-Preferred Fixed Rate Notes due 2031 in the amount of U.S.$1,000,000,000.

How is the U.S.$300,000,000 BBVA note tranche structured?

BBVA has issued U.S.$300,000,000 Senior Non-Preferred Floating Rate Notes due 2029. The filing identifies them as floating rate instruments maturing in 2029, without further detail on the reference rate in this summary document.

Under which registration statement are BBVA’s notes being offered?

The notes are incorporated by reference into BBVA’s Registration Statement on Form F-3 (No. 333-289121) filed with the U.S. Securities and Exchange Commission.

Who serves as trustee and agents for BBVA’s newly issued notes?

The Bank of New York Mellon, acting through its London Branch (except with respect to its role as Security Registrar), serves as Trustee, Paying Agent, Transfer Agent and Security Registrar, and also as Calculation Agent for the 2029 Floating Rate Notes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 6-K

 

 

 

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

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September, 2026

 

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 ¨

 

 

 

 

 

 

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

 

Explanatory Note

 

This Report on Form 6-K contains, as exhibits, certain documents listed below relating to the issuance and sale by Banco Bilbao Vizcaya Argentaria, S.A. (the “Issuer”) of U.S.$1,000,000,000 aggregate principal amount of 4.977% Senior Non-Preferred Fixed Rate Notes due 2029 (the “2029 Fixed Rate Notes”), U.S.$1,000,000,000 aggregate principal amount of 5.244% Senior Non-Preferred Fixed Rate Notes due 2031 (the “2031 Fixed Rate Notes”) and U.S.$300,000,000 aggregate principal amount of Senior Non-Preferred Floating Rate Notes due 2029 (the “2029 Floating Rate Notes” and, together with the 2029 Fixed Rate Notes and the 2031 Fixed Rate Notes, the “Notes”). This Report on Form 6-K and the Exhibits hereto are hereby incorporated by reference into the Registration Statement on Form F-3 (No. 333-289121) filed with the Securities and Exchange Commission.

 

Exhibit Index

 

Exhibit

 

Description of Exhibit

   
1.1   Pricing Agreement dated August 25, 2026
   
4.6   Fifth Supplemental Indenture for the 2029 Fixed Rate Notes dated as of September 3, 2026 between the Issuer, as Issuer, and The Bank of New York Mellon, acting (except with respect to its role as Security Registrar) through its London Branch, as Trustee, Paying Agent, Transfer Agent and Security Registrar
     
4.7   Sixth Supplemental Indenture for the 2031 Fixed Rate Notes dated as of September 3, 2026 between the Issuer, as Issuer, and The Bank of New York Mellon, acting (except with respect to its role as Security Registrar) through its London Branch, as Trustee, Paying Agent, Transfer Agent and Security Registrar
     
4.8   Seventh Supplemental Indenture for the 2029 Floating Rate Notes dated as of September 3, 2026 between the Issuer, as Issuer, and The Bank of New York Mellon, acting (except with respect to its role as Security Registrar) through its London Branch, as Trustee, Paying Agent, Transfer Agent, Calculation Agent and Security Registrar
   
4.17   Forms of Security Certificates representing the Notes (included in Exhibits 4.6, 4.7 and 4.8)
   
5.1   Opinion of Davis Polk & Wardwell LLP, special United States counsel to the Issuer, as to the legality of the Notes being registered
   
5.2   Opinion of J&A Garrigues, S.L.P., Spanish counsel to the Issuer, as to the legality of the Notes being registered
   
23.1   Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
   
23.2   Consent of J&A Garrigues, S.L.P. (included in Exhibit 5.2)

 

 

 

 

SIGNATURES

 

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.
   
  By: /s/ Ignacio Echevarría Soriano
  Name: Ignacio Echevarría Soriano
  Title: Authorized Representative

 

Date: September 3, 2026

 

 

Filing Exhibits & Attachments

6 documents