BBVA (NYSE: BBVA) maintains Sabadell bid despite TSB sale and €0.50 dividend

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria (BBVA) confirms it will maintain its voluntary tender offer for all shares of Banco de Sabadell despite recent actions by Sabadell. On August 6, 2025, Sabadell shareholders approved the sale of all shares and certain securities of its UK subsidiary TSB Banking Group plc to Banco Santander, subject to conditions precedent.

Sabadell’s meeting also approved an extraordinary cash dividend of €0.50 per share, to be paid from freely distributable voluntary reserves once the TSB sale is completed. Under Article 33.1(d) of Royal Decree 1066/2007, these resolutions entitled BBVA to withdraw its offer, with prior CNMV approval. After reviewing the resolutions and available information, BBVA chose not to withdraw, so the tender offer remains in effect under applicable regulations.

Insights

European bank M&A analyst

BBVA keeps its Sabadell bid alive despite Sabadell’s TSB sale plan.

BBVA states that its voluntary tender offer for Banco de Sabadell remains in place even after Sabadell shareholders approved selling TSB Banking Group plc to Banco Santander and an extraordinary dividend of €0.50 per share, both subject to conditions.

Legally, those shareholder resolutions gave BBVA the right under Royal Decree 1066/2007 to withdraw its offer, with prior CNMV approval. BBVA’s decision not to exercise that right signals continued strategic interest in Sabadell on the terms allowed by current regulations, while actual outcomes will depend on regulatory decisions and deal execution steps mentioned for August 2025.

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 August, 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 ☒   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 ☒

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 ☒

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

INSIDE INFORMATION

In relation to the voluntary tender offer launched by BBVA for the entire share capital of Banco de Sabadell, S.A. (the “Offer”), for which the prior announcement was published as inside information on May 9, 2024 (with registration number 2241) and the request for authorisation was submitted to the Spanish Securities Market Commission (CNMV) on May 24, 2024, BBVA hereby informs that:

On August 6, 2025, the Extraordinary General Shareholders’ Meetings of Banco Sabadell approved the transaction for the sale of all the shares of its subsidiary TSB Banking Group plc and other equity instruments and securities issued by such company to Banco Santander, S.A., subject to certain conditions precedent, as well as the distribution of an extraordinary cash dividend in the gross amount of 50 euro cents per share charged against freely distributable voluntary reserves, conditional upon the completion of such sale transaction.

As a result of said resolutions, Article 33.1(d) of Royal Decree 1066/2007, of 27 July, on tender offer rules, entitles BBVA to withdraw the Offer, subject to the prior approval of the CNMV.

After reviewing the resolutions adopted and considering the available information, BBVA has decided not to withdraw the Offer for this reason and, therefore, it remains in effect in accordance with the applicable regulations.

Madrid, August 11, 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: August 11, 2025
				By:		/s/ Victoria del Castillo Marchese
				Name: Victoria del Castillo Marchese
				Title: Global Head of Strategy & M&A

FAQ

What did BBVA disclose in its August 2025 Form 6-K?

BBVA disclosed that its voluntary tender offer for Banco de Sabadell remains in effect. This follows Sabadell shareholders approving the sale of TSB Banking Group plc to Banco Santander and an extraordinary dividend of €0.50 per share, both subject to specific conditions.

How does Banco Sabadell’s TSB sale affect BBVA’s offer?

Sabadell shareholders approved selling TSB Banking Group plc and related securities to Banco Santander, subject to conditions. This decision gave BBVA the right to withdraw its tender offer under Royal Decree 1066/2007, but BBVA chose to keep the offer in place instead.

What extraordinary dividend did Banco Sabadell approve?

Banco Sabadell approved an extraordinary cash dividend of €0.50 per share. It will be charged against freely distributable voluntary reserves and is conditional on completing the sale of TSB Banking Group plc to Banco Santander, as described in the August 6, 2025 resolutions.

Why could BBVA have withdrawn its tender offer for Sabadell?

Under Article 33.1(d) of Royal Decree 1066/2007, Sabadell’s resolutions on selling TSB and approving an extraordinary dividend entitled BBVA to withdraw its offer, subject to CNMV approval. BBVA reviewed these changes and the available information before deciding not to withdraw.

Did BBVA decide to withdraw its offer for Banco Sabadell?

No. Although Sabadell’s shareholder resolutions allowed BBVA to withdraw its voluntary tender offer, BBVA decided not to use this right. The company states that the offer for Banco de Sabadell remains in effect, in line with the applicable regulations and tender offer rules.

What regulatory body is involved in BBVA’s tender offer process?

The Spanish Securities Market Commission (CNMV) is involved in BBVA’s tender offer process. BBVA submitted its authorization request to the CNMV on May 24, 2024, and any withdrawal of the offer under Article 33.1(d) would require the CNMV’s prior approval.