BANCO BILBAO VIZCAYA ARGENTARIA, S.A. Current Report (Foreign Issuer)
Banco Bilbao Vizcaya Argentaria (BBVA) has partially executed a previously approved share capital reduction by cancelling 54,316,765 treasury shares, each with a par value of 0.49 euros, for a total nominal amount of 26,615,214.85 euros.
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Rhea-AI Filing Summary
Banco Bilbao Vizcaya Argentaria (BBVA) has partially executed a previously approved share capital reduction by cancelling 54,316,765 treasury shares, each with a par value of 0.49 euros, for a total nominal amount of 26,615,214.85 euros.
After this cancellation, BBVA’s share capital is set at 2,797,394,663 euros, represented by 5,708,968,700 shares with a par value of 0.49 euros each. The reduction is charged to unrestricted reserves, involves no cash payment to shareholders, and does not grant creditors a right of opposition under the Spanish Companies Act.
BBVA will request the delisting of the redeemed shares from the relevant stock exchanges and their cancellation in the Iberclear accounting records, fully removing these shares from trading and settlement systems.
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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 December, 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” or the “Company”), in compliance with the securities market legislation, hereby communicates the following:
OTHER RELEVANT INFORMATION
Notice is hereby given of the partial execution of the share capital reduction resolution adopted by the Ordinary General Shareholders’ Meeting of BBVA held on 21 March 2025, under agenda item three, through the reduction of BBVA’s share capital in a nominal amount of 26,615,214.85 euros, by means of the cancellation of 54,316,765 own shares of 0.49 euros par value each held by the Company as treasury shares.
The own shares subject to the cancellation were acquired derivatively by the Company in execution of the program for the repurchase of own shares, which was communicated by means of inside information dated 30 October 2025 (registration number 2,966). The completion of the program for the repurchase of own shares was communicated by BBVA as other relevant information on 10 December 2025 (registration number 38,097).
Following the cancellation of the 54,316,765 own shares with a par value of 26,615,214.85 euros, BBVA’s share capital has been set at 2,797,394,663 euros, represented by 5,708,968,700 shares with a par value of 0.49 euros each.
This capital reduction does not entail the return of contributions, since the Company itself is the owner of the redeemed shares, and is charged to unrestricted reserves, through the allocation of the reserve for redeemed capital for an amount equal to the par value of the redeemed shares, which can only be used under the same conditions as those required for the reduction of the share capital, in application of the provisions of Article 335 c) of the Spanish Companies Act. Consequently, the Company’s creditors will not have the right of opposition referred to in Article 334 of the Spanish Companies Act.
Likewise, notice is hereby given that BBVA will request the delisting of the redeemed shares from the relevant Stock Exchanges and the cancellation of the redeemed shares in the accounting records of “Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.” (Sociedad Unipersonal) (IBERCLEAR).
Madrid, 23 December 2025
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. |
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| Date: December 23, 2025 |
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| By: /s/ José María Caballero Cobacho |
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Name: José María Caballero Cobacho |
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| Title: Global ALM Director |
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