SEC grants BBVA (NYSE: BBVA) relief tied to Banco de Sabadell bid

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) reports that the U.S. Securities and Exchange Commission has granted it regulatory relief related to its voluntary tender offer for the entire share capital of Banco de Sabadell, S.A..

The relief covers three time-related areas so BBVA can align U.S. and Spanish rules: when the U.S. prospectus comes into effect, how BBVA may waive the minimum acceptance condition under Royal Decree 1066/2007 on takeover bids, and how any dividend paid by Banco de Sabadell during the acceptance period can trigger an adjustment to the offer consideration.

BBVA notes that the SEC letter detailing this relief is publicly available on the SEC website.

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Accepted by SEC EDGAR 09/05/2025 - 07:36 AM Learn about SEC filing dates

FAQ

What does BBVA7s latest Form 6-K filing disclose about the SEC?

It discloses that the U.S. Securities and Exchange Commission has granted BBVA relief on three time-related regulatory matters connected to its tender offer for Banco de Sabadell, S.A..

What transaction is BBVA pursuing involving Banco de Sabadell, S.A. (BBVA)?

BBVA is pursuing a voluntary tender offer for the entire share capital of Banco de Sabadell, S.A..

What are the three areas covered by the SEC relief for BBVA?

The relief relates to: (i) the entry into force of the U.S. prospectus, (ii) the possibility of waiving the minimum acceptance condition on the terms set out in Royal Decree 1066/2007 on takeover bids, and (iii) adjustments to the offer consideration if Banco de Sabadell pays a dividend during the acceptance period.

Why did BBVA seek SEC relief for its Sabadell tender offer?

BBVA sought relief so it can make time-related requirements in U.S. public offering rules compatible with those in Spanish takeover and securities regulations for its offer for Banco de Sabadell.

Where can investors find the SEC letter related to BBVA7s tender offer?

The SEC letter granting the relief is available on the SEC website at the link provided by BBVA: https://www.sec.gov/rules-regulations/no-action-interpretive-exemptive-letters/division-corporation-finance-no-action/bbva-090225.

Does the SEC relief change the offer price in BBVA7s Sabadell bid?

The relief allows for a potential adjustment to the offer consideration if Banco de Sabadell pays a dividend during the acceptance period, as described in the offer documentation.

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, 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”), in compliance with the Securities Market legislation, hereby communicates the following:

OTHER RELEVANT INFORMATION

In relation to the voluntary tender offer launched by BBVA for the entire share capital of Banco de Sabadell, S.A. (the “Offer”), whose prior announcement was published as inside information on May 9, 2024 (with registration number 2241) and whose request for authorization was submitted to the Spanish Securities Market Commission (CNMV) on May 24, 2024, BBVA informs that:

The U.S. Securities and Exchange Commission (SEC) has granted relief to BBVA in respect of three matters to align certain time-related requirements set forth in the legislation that regulates public offerings in Spain and the United States.

The three matters in respect of which relief has been granted, permit BBVA, as will be described in the prospectus to make compatible certain time-related requirements set forth in the U.S. regulation and those set forth in the Spanish regulation, with respect to: (i) the entry into force of the US prospectus, (ii) the possibility of waiving the minimum acceptance condition on the terms set forth in Royal Decree 1066/2007 on Takeover Bids, and (iii) any adjustment to the Offer consideration resulting from the potential payment by Banco de Sabadell, S.A. of a dividend during the acceptance period.

The SEC letter granting the aforementioned relief is available on the SEC webpage at this link https://www.sec.gov/rules-regulations/no-action-interpretive-exemptive-letters/division-corporation-finance-no-action/bbva-090225.

Madrid, September 4, 2025

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 4, 2025				By: /s/ Victoria del Castillo Marchese
				Name: Victoria del Castillo Marchese
				Title: Global Head of Strategy & M&A