BBVA (NYSE: BBVA) updates Sabadell all-share exchange offer documentation

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria (BBVA) has updated documentation for its share-exchange offer for Banco de Sabadell. The bank confirms it is relying on exchange-offer exemptions under EU Regulation 2017/1129, so it will not publish a prospectus for the BBVA shares offered in the bid.

BBVA previously published an exemption document on its website and, after improving the offer terms, has now issued a supplement to that document. The revised consideration still consists entirely of newly issued BBVA ordinary shares, at an exchange ratio of one BBVA share for every 4.8376 Banco Sabadell shares, and the supplement is not subject to review or approval by any supervisory authority, including the Spanish CNMV.

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Cross-border M&A and capital markets analyst

BBVA refines disclosure for a share-exchange takeover of Banco Sabadell without using a full EU prospectus.

BBVA is pursuing a voluntary tender offer for all shares of Banco de Sabadell, paying entirely in newly issued BBVA shares. The exchange ratio is one BBVA ordinary share for every 4.8376 Banco Sabadell shares, reflecting an improved consideration that has been authorized by the Spanish securities regulator (CNMV).

Instead of a full prospectus, BBVA uses exchange-offer exemptions under Regulation (EU) 2017/1129 and has published an exemption document plus a newly issued supplement. These documents are prepared under Delegated Regulation (EU) 2021/528 but are explicitly not prospectuses and are not reviewed or approved by the CNMV or other authorities.

For investors, this means information on the offer and share consideration is being provided through exemption documentation hosted on BBVA’s website. The actual impact on ownership and capital structure will depend on how many Banco de Sabadell shareholders accept the share-exchange terms described in these materials.

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 September, 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”), pursuant to the provisions of the Spanish Securities Market Act, hereby proceeds by means of the present document to notify the following:

OTHER RELEVANT INFORMATION

In relation to the voluntary tender offer launched by BBVA for the entire share capital of Banco de Sabadell, S.A. (“Banco Sabadell”) and authorized by the Spanish Securities Market Commission (CNMV) on September 5, 2025 (the “Offer”), and in particular, in relation to the ordinary shares to be issued by BBVA in order to attend the consideration offered to the shareholders of Banco de Sabadell in the Offer, and for their admission to trading on the Spanish Stock Exchanges, it is noted that BBVA has elected to rely on the exemptions for exchange offers set out in Article 1, paragraphs 4(f) and 5(e), of Regulation (EU) 2017/1129 and, accordingly, will not issue any prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council.

For these purposes, on September 5, 2025, BBVA published on its website, the corresponding exemption document prepared in accordance with the requirements of Delegated Regulation (EU) 2021/528, which does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129, as announced through a disclosure of other relevant information of the same date on the CNMV’s website (registration number 36558).

As a result of the amendment to the Offer through the improvement of the consideration (which consist entirely of newly issued BBVA ordinary shares, at an exchange ratio of one BBVA ordinary share for every 4.8376 Banco Sabadell ordinary shares) announced by means of a communication of inside information dated September 22, 2025 (registration number 2892) and authorized by the CNMV today, September 25, 2025 (disclosure of other relevant information with registration number 36838), BBVA has also published today on its website (www.bbva.com) a supplement to the exemption document referred to in the preceding paragraph, which likewise does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 and which is available at the following link: https://accionistaseinversores.bbva.com/wp-content/uploads/2025/09/Suplemento-al-documento-de-exencion-250925.pdf

The supplement to the exemption document does not require review or approval by any supervisory authority and, specifically, has not been reviewed, approved or filed with the CNMV.

Madrid, September 25, 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: September 25, 2025

By: /s/ Victoria del Castillo Marchese

Name: Victoria del Castillo Marchese

Title: Global Head of Strategy & M&A

FAQ

What did BBVA (BBVA) disclose in this 6-K filing?

BBVA reported that, in connection with its voluntary tender offer for all shares of Banco de Sabadell, it has published a supplement to its previously issued exemption document describing the share consideration for the offer.

What is the share exchange ratio in BBVA’s offer for Banco de Sabadell?

The consideration consists entirely of newly issued BBVA ordinary shares at an exchange ratio of one BBVA share for every 4.8376 Banco de Sabadell ordinary shares.

Is BBVA publishing a prospectus for the Sabadell share-exchange offer?

No. BBVA states it is relying on the exchange-offer exemptions in Article 1(4)(f) and 1(5)(e) of Regulation (EU) 2017/1129 and therefore will not issue a prospectus for this offer.

What is the exemption document mentioned by BBVA?

BBVA prepared an exemption document under Delegated Regulation (EU) 2021/528, published on its website on September 5, 2025. It provides information on the exchange offer but is not a prospectus under Regulation (EU) 2017/1129.

What is the new supplement to BBVA’s exemption document?

Following the improvement of the offer consideration and its authorization by the CNMV, BBVA has published a supplement to the exemption document on its website, updating the disclosure while remaining outside EU prospectus rules.

Has the CNMV or any authority approved the supplement to BBVA’s exemption document?

No. BBVA specifies that the supplement to the exemption document does not require review or approval by any supervisory authority and has not been reviewed, approved, or filed with the CNMV.

Where can investors find BBVA’s exemption document supplement for the Sabadell offer?

BBVA indicates that the supplement is available on its website www.bbva.com at the link provided in the disclosure, within the shareholders and investors section.