BBVA (NYSE: BBVA) cuts capital, cancels 74.9M treasury shares

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria (BBVA) has carried out a partial share capital reduction approved by its Ordinary General Shareholders’ Meeting. The bank reduced its share capital by €36,732,017.98 through the cancellation of 74,963,302 treasury shares with a par value of €0.49 each, acquired in the first tranche of its share buyback program. After this cancellation, BBVA’s share capital stands at €2,760,662,645.02, represented by 5,634,005,398 shares. The reduction is charged to unrestricted reserves and does not involve any cash being returned to shareholders. BBVA will also seek delisting and accounting cancellation of the redeemed shares.

Key Figures

Capital reduction amount: €36,732,017.98 Shares cancelled: 74,963,302 shares Par value per share: €0.49 per share +2 more

5 metrics

Capital reduction amount €36,732,017.98 Nominal share capital reduction

Shares cancelled 74,963,302 shares Treasury shares from first buyback tranche

Par value per share €0.49 per share Par value of BBVA shares

Post-reduction share capital €2,760,662,645.02 Capital after cancellation

Shares after reduction 5,634,005,398 shares Shares representing post-reduction capital

Key Terms

share capital reduction, treasury shares, unrestricted reserves, reserve for redeemed capital, +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 74,963,302 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.

unrestricted reserves financial

"and is charged to unrestricted reserves, through the allocation of the reserve for redeemed capital"

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"

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FAQ

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

BBVA reduced its share capital by cancelling 74,963,302 treasury shares. The nominal amount of the reduction is €36,732,017.98, reflecting the €0.49 par value per cancelled share under an already completed buyback tranche.

How many shares does BBVA (BBVA) have outstanding after the cancellation?

After cancelling 74,963,302 treasury shares, BBVA’s share capital is represented by 5,634,005,398 shares. Each share has a nominal par value of €0.49, as stated in the company’s announcement following the capital reduction execution.

Does BBVA’s capital reduction return cash to shareholders?

The capital reduction does not return cash to shareholders. BBVA cancelled shares it already owned as treasury stock and charged the operation to unrestricted reserves, creating a reserve for redeemed capital equal to the nominal value of the cancelled shares.

What is the nominal share capital of BBVA (BBVA) after this transaction?

BBVA’s share capital after the reduction is €2,760,662,645.02. This total is represented by 5,634,005,398 shares with a nominal par value of €0.49 each, as disclosed in the company’s communication of the partial execution.

Will the cancelled BBVA shares remain listed on stock exchanges?

The cancelled shares will not remain listed. BBVA will request their delisting from the relevant stock exchanges and their cancellation in IBERCLEAR’s accounting records, fully removing the redeemed shares from trading and registration systems.

How is BBVA’s capital reduction treated under Spanish law?

The reduction is carried out under Article 335 c) of the Spanish Companies Act. BBVA allocates a reserve for redeemed capital equal to the nominal value of cancelled shares, and creditors do not have the opposition right provided in Article 334.

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 March, 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 36,732,017.98 euros, by means of the cancellation of 74,963,302 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 first tranche of the program scheme for the repurchase of own shares, which were communicated by means of inside information dated 19 December 2025 (registration number 3,046). The completion of the first tranche of the program scheme for the repurchase of own shares was communicated by BBVA as other relevant information on 6 March 2026 (registration number 39,596).

Following the cancellation of the 74,963,302 own shares with a par value of 36,732,017.98 euros, BBVA's share capital has been set at 2,760,662,645.02 euros, represented by 5,634,005,398 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, 31 March 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: March 31, 2026
	By:	/s/ José María Caballero Cobacho
	Name:	José María Caballero Cobacho
	Title:	Global ALM Director