BBVA cancels 70M shares in capital reduction

After the cancellation, BBVA’s share capital is €2,700,323,995.53, represented by 5,510,865,297 shares.

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) partially executed a share-capital reduction by canceling 70,339,213 treasury shares, reducing nominal share capital by €34,466,214.37. The canceled shares had been acquired in the third and final tranche of the company’s own-share repurchase program.

After the cancellation, BBVA’s share capital is €2,700,323,995.53, represented by 5,510,865,297 shares with a par value of €0.49 each. The reduction does not return contributions; the amount is charged to unrestricted reserves, with an equal amount allocated to a reserve for redeemed capital. BBVA will request delisting of the canceled shares and their cancellation in IBERCLEAR’s accounting records.

Filing Explained

The reserve equal to the canceled shares’ par value may be used only under the conditions applicable to a share-capital reduction; BBVA says creditors therefore have no opposition right under Article 334 for this reduction.

Key Figures

Treasury shares canceled: 70,339,213 shares Nominal share-capital reduction: €34,466,214.37 Share capital after cancellation: €2,700,323,995.53 +2 more

5 metrics

Treasury shares canceled 70,339,213 shares Partial execution of the share-capital reduction

Nominal share-capital reduction €34,466,214.37 Reduction through cancellation of treasury shares

Share capital after cancellation €2,700,323,995.53 Following cancellation of the treasury shares

Shares after cancellation 5,510,865,297 shares Shares representing BBVA’s share capital after cancellation

Par value per share €0.49 per share Par value of the canceled shares and shares representing the post-cancellation capital

Key Terms

treasury shares, nominal amount, unrestricted reserves, reserve for redeemed capital, +1 more

5 terms

treasury shares financial

"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.

nominal amount financial

"share capital in a nominal amount of 34,466,214.37 euros"

Nominal amount is the face value or stated number attached to a financial instrument or obligation — for example the dollar value printed on a bond, loan, or share — without adjusting for inflation, market price changes, or other real-world factors. It matters to investors because the nominal amount determines contractual payments and headline figures, but may differ from the actual market value or purchasing power; think of it as a sticker price that can diverge from what you’d actually pay or receive.

unrestricted reserves financial

"charged to unrestricted reserves"

reserve for redeemed capital financial

"allocation of the reserve for redeemed capital"

right of opposition regulatory

"creditors will not have the right of opposition"

FAQ

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

How many BBVA shares were canceled?

BBVA canceled 70,339,213 treasury shares as part of the partial execution of its share-capital reduction.

How much did BBVA’s share capital decrease?

The nominal share-capital reduction was €34,466,214.37, equal to the par value of the canceled shares.

What was BBVA’s share capital after the cancellation?

After the cancellation, BBVA’s share capital was €2,700,323,995.53, represented by 5,510,865,297 shares with a par value of €0.49 each.

Did BBVA’s share-capital reduction return contributions to shareholders?

No. BBVA stated that the reduction does not entail a return of contributions because the company owned the redeemed shares.

What will happen to the canceled BBVA shares’ listings and records?

BBVA will request that the canceled shares be delisted from the relevant stock exchanges and canceled in IBERCLEAR’s accounting records.

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

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Available on EDGAR 09/23/2026 - 12:41 PM Accepted by SEC EDGAR 09/23/2026 - 12:40 PM 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 September, 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 34,466,214.37 euros, by means of the cancellation of 70,339,213 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 third and last tranche of the program scheme for the repurchase of own shares, which was communicated by means of inside information dated 30 April 2026 (registration number 3187). The completion of the third tranche of the program scheme for the repurchase of own shares was communicated by BBVA as other relevant information on 3 August 2026 (registration number 42326).

Following the cancellation of the 70,339,213 own shares with a par value of 34,466,214.37 euros, BBVA’s share capital has been set at 2,700,323,995.53 euros, represented by 5,510,865,297 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 September 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: September 23, 2026	By:	/s/ José María Caballero Cobacho
	Name: José María Caballero Cobacho
	Title: Head of ALM