BBVA plans $1B Additional Tier 1 securities issue

Banco Bilbao Vizcaya Argentaria (BBVA) has agreed to issue preferred securities contingently convertible into newly issued ordinary shares, with exclusion of shareholders’ pre-emptive subscription rights, for a total nominal amount of 1,000,000,000 US Dollars.

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria (BBVA) has agreed to issue preferred securities contingently convertible into newly issued ordinary shares, with exclusion of shareholders’ pre-emptive subscription rights, for a total nominal amount of 1,000,000,000 US Dollars.

The securities are expected to qualify as Additional Tier 1 Capital for BBVA and its group. Distributions are discretionary, subject to conditions, and will accrue at 7,125% per annum from 8 May 2026 to 8 May 2033, then reset with a margin of 298.5 basis points over the 5-year U.S. Treasury. BBVA will seek to list the securities on the New York Stock Exchange.

Key Figures

Issuance size: 1,000,000,000 US Dollars Initial distribution rate: 7,125% per annum Reset margin: 298.5 basis points +3 more

6 metrics

Issuance size 1,000,000,000 US Dollars Total nominal amount of preferred securities

Initial distribution rate 7,125% per annum From 8 May 2026 to 8 May 2033

Reset margin 298.5 basis points Over 5-year U.S. Treasury after 8 May 2033

Capital classification Additional Tier 1 Capital Expected regulatory treatment for BBVA and its group

Listing venue New York Stock Exchange Planned listing for the securities

Issuance closing date 8 May 2026 Expected closing date mentioned for the issuance

Key Terms

Additional Tier 1 Capital, preferred securities contingently convertible, pre-emptive subscription rights, prospectus supplement, +1 more

5 terms

Additional Tier 1 Capital financial

"expected to qualify as Additional Tier 1 Capital of BBVA and its Group"

preferred securities contingently convertible financial

"issue of preferred securities contingently convertible into newly issued ordinary shares"

pre-emptive subscription rights financial

"with exclusion of pre-emptive subscription rights for shareholders"

Pre-emptive subscription rights give existing shareholders the option to buy new shares before they are offered to outside investors, usually in proportion to their current ownership. This protects investors from having their ownership stake and voting influence diluted and lets them maintain the same share of future profits or decide to sell the right for cash; think of it like being offered first dibs on extra slices before a pizza is shared with strangers.

prospectus supplement regulatory

"has filed a registration statement (including a prospectus), and a prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

U.S. Securities and Exchange Commission regulatory

"with the U.S. Securities and Exchange Commission (the “SEC”)"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of securities is BBVA (BBVA) issuing in this 6-K?

BBVA is issuing preferred securities contingently convertible into newly issued ordinary shares. These instruments are expected to qualify as Additional Tier 1 Capital for BBVA and its group under applicable solvency regulations, strengthening regulatory capital without immediately diluting existing shareholders.

What is the size of BBVA (BBVA)’s new Additional Tier 1 securities issue?

The issue has a total nominal amount of 1,000,000,000 US Dollars. This sizeable transaction is structured as preferred securities that can convert into newly issued BBVA ordinary shares under defined conditions, supporting the bank’s regulatory capital structure and long-term funding profile.

What coupon will BBVA (BBVA)’s new preferred securities pay?

The securities will pay discretionary distributions at a rate of 7,125% per annum from 8 May 2026 to 8 May 2033. After that initial period, the distribution rate resets by adding a 298.5 basis point margin to the then-current 5-year U.S. Treasury yield, following the terms.

How will the interest rate on BBVA (BBVA)’s securities reset after 2033?

After 8 May 2033, the distribution rate will reset using the 5-year U.S. Treasury rate plus a margin of 298.5 basis points. This means payments become floating, linked to future U.S. Treasury levels, while keeping a fixed spread defined in the issuance conditions.

Will BBVA (BBVA)’s new preferred securities be listed on a stock exchange?

BBVA plans to request listing of the preferred securities on the New York Stock Exchange (NYSE). A listing there can facilitate secondary market trading for institutional investors, subject to applicable regulatory and listing requirements described in the related prospectus documentation.

Are BBVA (BBVA)’s new Additional Tier 1 securities aimed at retail investors?

The issuance is in no event directed towards retail investors. The communication notes additional sales restrictions in jurisdictions such as the United Kingdom, Spain, Singapore, Hong Kong, Canada, Switzerland and the European Economic Area, reflecting a focus on qualified institutional buyers.

Where can investors find detailed information on BBVA (BBVA)’s issuance?

Investors should consult the registration statement, prospectus and prospectus supplement BBVA has filed with the U.S. Securities and Exchange Commission. These documents, available for free at www.sec.gov, provide detailed terms, risk factors and disclosure related to the new preferred securities.

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

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Accepted by SEC EDGAR 04/30/2026 - 04:40 PM EDT Learn about SEC filing dates

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

OTHER RELEVANT INFORMATION

BBVA has agreed to carry out an issue of preferred securities contingently convertible into newly issued ordinary shares of BBVA with exclusion of pre-emptive subscription rights for shareholders (the “Securities”) for a total nominal amount of 1,000,000,000 US Dollars (the “Issuance”).

Once fully paid-up, the Securities are expected to qualify as Additional Tier 1 Capital of BBVA and its Group pursuant to the applicable solvency regulations.

Distributions on the Securities, whose payment is discretionary and subject to certain conditions, will accrue at a rate of 7,125% per annum from and including 8 May 2026 to but excluding 8 May 2033. After that, the distribution rate will be reset in accordance with the applicable terms and conditions of the Issuance by applying a margin of 298.5 basis points on the 5-year UST.

The Issuance is in no event directed towards retail investors, without prejudice to the additional sales restrictions set out in the terms and conditions of the Issuance.

BBVA will request the listing of the Securities on the New York Stock Exchange (NYSE).

Furthermore, BBVA informs that, for the purposes set forth in articles 414, 417, 510 and 511 of the Spanish Corporate Enterprises Act (Ley de Sociedades de Capital), the director’s report and the report of the independent expert/auditor of accounts different from BBVA’s auditor, both related to the Issuance, have been issued. These reports will be available to shareholders through their publication on BBVA’s website (www.bbva.com) on the Issuance closing date (expected to take place on 8 May 2026) and will be reported to the first General Shareholders’ Meeting to be held after the Issuance.

Madrid, 30 April 2026

Important information:

There are restrictions with respect to the offering of the Securities in various jurisdictions, including the United Kingdom, Spain, Singapore, Hong Kong, Canada, Switzerland and the European Economic Area.

This document may not be distributed, directly or indirectly, in any jurisdiction in which said distribution is contrary to applicable laws.

This document is not a prospectus and is not an offer or a solicitation to buy, sell, subscribe or exchange any securities issued or to be issued by BBVA. No such offer in relation to the Securities shall be conducted in any jurisdiction in which said offer is not made in conformity with the applicable legislation.

This document is not an offer for sale of securities in the United States.

In relation with the Issuance, BBVA has filed a registration statement (including a prospectus), and a prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”). Before you invest, you should read the prospectus and prospectus supplement included in that registration statement and the other documents BBVA has filed with the SEC for more complete information about BBVA and the Issuance. You may obtain these documents for free by visiting the SEC web site at www.sec.gov.

This announcement is not a prospectus, and investors should not purchase any Securities except on the basis of the information contained in the prospectus, the prospectus supplement and the other documents filed by BBVA with the SEC that are incorporated by reference in the registration statement.

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