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BBVA (NYSE: BBVA) launches EUR 1,460M third share repurchase tranche

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6-K

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria (BBVA) has approved a third tranche of its share buyback program to reduce its share capital. The bank plans to repurchase up to EUR 1,460 million of shares, with a maximum of 429,552,243 BBVA shares in this tranche.

Execution is scheduled to start on 6 May 2026 and end between 2 July 2026 and 3 August 2026, with possible postponement for certain trading disruptions up to 17 August 2026. Purchases will be conducted on the Spanish Continuous Market and several European trading platforms.

The buyback will be executed externally by Citigroup Global Markets Europe AG, which will independently decide on purchase timing. The manager is expected to buy at least 500,000 shares per Trading Day, subject to regulatory limits, and daily volumes are capped at specified levels on each trading venue.

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BBVA launches a large third share buyback tranche to cancel shares and shrink capital.

BBVA has authorized a third tranche of its share repurchase program with a maximum size of EUR 1,460 million and up to 429,552,243 shares. The stated goal is to cancel the repurchased shares and reduce the bank’s share capital, concentrating future earnings over a smaller share base.

The program runs from 6 May 2026 to between 2 July and 3 August 2026, with potential postponement to 17 August 2026 if trading is disrupted or suspended on any “Trading Venue.” Execution is delegated to Citigroup Global Markets Europe AG, which operates independently within strict EU buyback rules.

Daily purchases must respect a minimum of 500,000 shares on qualifying Trading Days, but no more than 25% of average daily volume per venue. The filing also specifies per‑venue daily caps on the Continuous Market and alternative platforms, so actual buyback pace will depend on market liquidity and regulatory limits during the execution window.

Third tranche maximum cash amount EUR 1,460 million Stated limit for share repurchases in the third tranche
Maximum shares in third tranche 429,552,243 shares Cap on BBVA shares to be acquired for cancellation
Program start date 6 May 2026 Scheduled start of third tranche execution
Base execution end window 2 July 2026 to 3 August 2026 Earliest and latest planned end dates for the tranche
Possible latest extension date 17 August 2026 Maximum postponement for Excluded Days
Minimum daily purchase 500,000 shares per Trading Day Minimum number of shares manager will buy on eligible days
Daily cap on Continuous Market 3,549,316 shares Maximum shares purchasable per day on Continuous Market
Daily cap on Cboe Europe 1,476,879 shares Maximum shares purchasable per day on Cboe Europe
Program Scheme financial
"within the Program Scheme1 , in accordance with the provisions"
Trading Venue financial
"each of them, together with the Continuous Market, a “ Trading Venue ”"
A trading venue is any organized place or system where buyers and sellers meet to swap stocks, bonds or other securities, like a physical market or an online exchange. It matters to investors because the venue determines how easily orders are filled, how quickly prices move, what rules and fees apply, and how transparent pricing is — much like choosing a busy bazaar versus a small shop affects price, speed and cost.
Excluded Day financial
"For these purposes, an “Excluded Day” means any Trading Day on which"
Disrupted Day financial
"For these purposes, a “Disrupted Day” means any Trading Day on which"
Minimum Number of Shares Per Day financial
"The Manager shall purchase at least 500,000 BBVA shares on each Trading Day"
Delegated Regulation (EU) 2016/1052 regulatory
"in accordance with Article 3(3)(a) of Delegated Regulation (EU) 2016/1052"
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Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

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 April, 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   ¨

 

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” or the “Company”), in compliance with the Spanish securities market legislation, hereby proceeds to notify the following:

 

INSIDE INFORMATION

 

Further to the notice of inside information dated 19 December 2025, with CNMV registration number 3046 (the “II for the Execution of the First Tranche”), the Board of Directors of BBVA, at its meeting held on 29 April 2026, has resolved to carry out a third tranche of the share buyback program (the “Third Tranche”) within the Program Scheme1 , in accordance with the provisions of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 (together, the “Regulations”), with a view to reducing BBVA’s share capital, and pursuant to the terms and conditions set out below :

 

Purpose: To reduce BBVA’s share capital by cancelling the shares acquired.  
   
Maximum cash amount:   The maximum aggregate cash amount will be up to EUR 1,460 million.  
   
Maximum number of shares: The maximum number of BBVA shares to be acquired may not exceed 429,552,243.  
   
Start of the execution: Execution will start on 6 May 2026.
   
End of the execution: The Third Tranche will end no earlier than 2 July 2026 and no later than 3 August 20262 and, in any event, when within such period the maximum cash amount is reached or the maximum number of shares is acquired.  
   
  However, the Company reserves the right to temporarily suspend or early terminate the execution of the Third Tranche if any circumstance so advises or requires.  

 

 

 

1 The term “Program Scheme” shall have the same meaning as that set out in the II for the Execution of the First Tranche.

 

2 However, for each “Excluded Day”, the execution period may be postponed by one “Trading Day”, up to a maximum postponement until 17 August 2026.

 

For these purposes, a “Trading Day” means each day on which the Continuous Market is scheduled to be open for trading during normal market hours.

 

For these purposes, an “Excluded Day” means any Trading Day on which: (i) any Trading Venue does not open for the entire regular trading session; (ii) any Trading Venue imposes a suspension or limitation on the trading of BBVA shares for the entire regular trading session; (iii) the trading price of BBVA shares on any Trading Venue is below their nominal value for the entire regular trading session; or (iv) the Company has suspended the execution of the Third Tranche.

 

This English version is a translation of the original in Spanish for information purposes only. In case of discrepancy, the Spanish original will prevail.

 

 

 

 

 

 

Trading Venues: Purchases shall be made on the Spanish electronic trading system – Continuous Market (the “Continuous Market”) and on the Cboe Europe, Turquoise Europe and Aquis Exchange trading platforms (each of them, together with the Continuous Market, a “Trading Venue” and, jointly, the “Trading Venues”).  
   
Manager of the Third Tranche: The execution of the Third Tranche will be carried out externally through Citigroup Global Markets Europe AG (the “Manager”), which will make its decisions regarding the timing of the purchases of BBVA shares independently of the Company.  
   
‍Minimum Number of Shares Per Day: The Manager shall purchase at least 500,000 BBVA shares on each Trading Day (which is not an Excluded Day nor a Disrupted Day3), unless the Manager determines that it would not be possible to achieve the Minimum Number of Shares Per Day without breaching the restrictions and limitations under Delegated Regulation (EU) 2016/1052. Any such occurrence shall be duly disclosed in the periodic communications made in accordance with the Regulations, stating the reason why the Minimum Number of Shares Per Day was not purchased.  
   
Other conditions:

The own shares will be purchased observing in all cases the conditions and limits established in the Regulations.   In particular, it is placed on record that no more than 25% of the average daily volume of BBVA shares on the Trading Venue on which the purchase is carried out will be acquired on any Trading Day, such average daily volume being calculated in accordance with Article 3(3)(a) of Delegated Regulation (EU) 2016/1052 (i.e., the average daily trading volume on each Trading Venue during the month preceding the publication of this announcement), excluding block trades and dark pools.

 

Accordingly, the maximum number of shares that may be purchased per day under the Third Tranche on each Trading Venue, throughout its duration, will be as follows:

 

Continuous Market: 3,549,316 shares.

 

Cboe Europe: 1,476,879 shares.

 

Turquoise Europe: 154,445 shares.

 

Aquis Exchange: 322,959 shares.  

 

The share purchase transactions carried out, as well as the completion or, as the case may be, the temporary suspension of the execution of the Third Tranche, will be duly communicated in accordance with the Regulations.

 

Madrid, 30 April 2026

 

 

 

3 For these purposes, a “Disrupted Day” means any Trading Day on which: (i) any Trading Venue is closed for a substantial part of (but not all) its regular trading session or closes significantly earlier than its scheduled closing time, or there is a significant disruption to trading on any Trading Venue; or (ii) any Trading Venue imposes a suspension or limitation on the trading of BBVA shares for a substantial part of (but not all) the regular trading session; (iii) the trading price of BBVA shares on any Trading Venue is below their nominal value for a substantial part of the regular trading session; or (iv) the trading volume of BBVA shares on any Trading Venue (excluding block trades, dark pools and opening and closing auctions) is less than three times the ‍Minimum Number of Shares Per Day.

 

This English version is a translation of the original in Spanish for information purposes only. In case of discrepancy, the Spanish original will prevail.

 

 

 

 

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: April 30, 2026  
  By: /s/ José María Caballero Cobacho
  Name: José María Caballero Cobacho
  Title: Head of ALM

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

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

BBVA announced a third tranche of its share buyback program, authorizing repurchases of up to EUR 1,460 million or a maximum of 429,552,243 shares. The stated purpose is to cancel the acquired shares and reduce the bank’s share capital over the execution period.

How large is BBVA’s third share buyback tranche in this announcement?

The third tranche allows BBVA to repurchase up to EUR 1,460 million of its shares, capped at 429,552,243 shares. This ceiling defines the maximum size of the tranche; actual repurchases may be lower depending on market conditions and regulatory limits during execution.

When will BBVA’s third share buyback tranche be executed?

Execution of the third tranche is scheduled to start on 6 May 2026 and end no earlier than 2 July 2026 and no later than 3 August 2026. The period can be postponed for “Excluded Days” by Trading Days, potentially extending to 17 August 2026.

Who manages BBVA’s third share buyback tranche and how are purchases made?

The third tranche will be executed externally through Citigroup Global Markets Europe AG, acting as manager. It will decide independently on timing of purchases, which will occur on the Spanish Continuous Market and platforms Cboe Europe, Turquoise Europe and Aquis Exchange, following EU buyback regulations.

What daily trading limits apply to BBVA’s third share buyback tranche?

The manager must generally buy at least 500,000 shares per eligible Trading Day, while respecting a cap of 25% of average daily trading volume per venue. The filing specifies daily maximums, including 3,549,316 shares on the Continuous Market and 1,476,879 on Cboe Europe.

On which markets will BBVA execute this share buyback tranche?

Purchases will be made on the Spanish electronic trading system, the Continuous Market, and on the European platforms Cboe Europe, Turquoise Europe, and Aquis Exchange. Each is treated as a “Trading Venue,” with its own daily volume cap under applicable EU regulations.