BBVA (NYSE: BBVA) trims share capital after cancelling 52.8M treasury shares

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) reports a partial share capital reduction by cancelling 52,800,888 treasury shares. These shares, each with a par value of 0.49 euros, reduce share capital by 25,872,435.12 euros, following completion of the second tranche of a share buyback program.

After this cancellation, BBVA’s share capital stands at 2,734,790,209.90 euros. The reduction is charged to unrestricted reserves and does not return funds to shareholders or trigger creditor opposition rights under the Spanish Companies Act. BBVA will seek delisting and accounting cancellation of the redeemed shares.

Insights

Equity capital markets analyst

BBVA formalizes a buyback-driven capital reduction that modestly shrinks its share count.

BBVA is cancelling 52,800,888 treasury shares acquired under the second tranche of its share repurchase program. This reduces nominal share capital by 25,872,435.12 euros, consolidating the economic effect of prior buybacks into a lower registered capital base.

The reduction is funded from unrestricted reserves via a reserve for redeemed capital, with no cash paid out and no creditor opposition rights under Article 334 of the Spanish Companies Act. Actual impact on per-share metrics depends on how this cancellation compares to BBVA’s total shares outstanding as of the reduction date, which is not quantified in this excerpt.

Key Figures

Shares cancelled: 52,800,888 shares Par value per share: 0.49 euros per share Capital reduction amount: 25,872,435.12 euros +1 more

4 metrics

Shares cancelled 52,800,888 shares Treasury shares cancelled in partial capital reduction

Par value per share 0.49 euros per share Par value of BBVA shares cancelled

Capital reduction amount 25,872,435.12 euros Nominal share capital reduction linked to cancellation

Share capital after reduction 2,734,790,209.90 euros BBVA’s nominal share capital following cancellation

Key Terms

share capital reduction, treasury shares, reserve for redeemed capital, Spanish Companies Act, +1 more

5 terms

share capital reduction financial

"Notice is hereby given of the partial execution of the share capital reduction resolution"

A share capital reduction is a legal change that lowers a company's recorded equity by cancelling shares, cutting the nominal value of shares, or returning money to shareholders. Think of it like removing or shrinking slices of a pie: it changes the number or stated size of shares outstanding and alters per-share figures and ownership percentages. It matters to investors because it affects balance-sheet metrics, voting stakes, and how earnings or assets are spread across remaining shares, and typically requires formal approvals.

treasury shares financial

"by means of the cancellation of 52,800,888 own shares of 0.49 euros par value each held by the Company as treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

reserve for redeemed capital financial

"through the allocation of the reserve for redeemed capital for an amount equal to the par value of the redeemed shares"

Spanish Companies Act regulatory

"in application of the provisions of Article 335 c) of the Spanish Companies Act"

delisting financial

"BBVA will request the delisting of the redeemed shares from the relevant Stock Exchanges"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/24/2026 - 02:32 PM Accepted by SEC EDGAR 06/24/2026 - 02:30 PM Learn about SEC filing dates

FAQ

What capital reduction did BBVA (BBVA) announce in this 6-K?

BBVA approved a partial share capital reduction by cancelling 52,800,888 treasury shares. The cancelled shares have a par value of 0.49 euros each, cutting nominal share capital by 25,872,435.12 euros while consolidating prior buyback activity.

How much does BBVA’s share capital stand at after the reduction?

After cancelling 52,800,888 treasury shares, BBVA’s share capital is 2,734,790,209.90 euros. This new figure reflects the reduced nominal capital following the buyback-driven cancellation, without any cash distribution to shareholders as part of the process.

Does BBVA’s capital reduction return cash to shareholders?

The capital reduction does not return cash to shareholders because BBVA is cancelling treasury shares it already owns. The reduction is charged to unrestricted reserves, creating a reserve for redeemed capital equal to the shares’ par value under Spanish law.

Will BBVA creditors have opposition rights to this capital reduction?

BBVA creditors will not have opposition rights in connection with this capital reduction. The company cites Article 335 c) of the Spanish Companies Act, which removes the usual creditor opposition rights under Article 334 for this type of redeemed-share reduction.

What happens to the cancelled BBVA shares on the stock exchanges and in Iberclear?

BBVA plans to request delisting of the redeemed shares from the relevant stock exchanges. It will also seek cancellation of these shares in the accounting records of IBERCLEAR, ensuring they are fully removed from trading and settlement systems.

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 June, 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 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 20 March 2026, under agenda item five, through the reduction of BBVA's share capital in a nominal amount of 25,872,435.12 euros, by means of the cancellation of 52,800,888 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 second tranche of the program scheme for the repurchase of own shares, which was communicated by means of inside information dated 20 March 2026 (registration number 3146). The completion of the second tranche of the program scheme for the repurchase of own shares was communicated by BBVA as other relevant information on 17 April 2026 (registration number 40326).

Following the cancellation of the 52,800,888 own shares with a par value of 25,872,435.12 euros, BBVA's share capital has been set at 2,734,790,209.90 euros, represented by 5.581,204,510 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, 24 June 2026

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: June 24, 2026
	By:	/s/ José María Caballero Cobacho
	Name: José María Caballero Cobacho
	Title: Head of ALM