BBVA (BBVA) uses EU prospectus exemption for Banco Sabadell share offer

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) has provided an update on its voluntary tender offer for the entire share capital of Banco de Sabadell, S.A., which has been authorized by the Spanish National Securities Market Commission (CNMV). BBVA states it will not issue a prospectus under Regulation (EU) 2017/1129 for the new ordinary shares to be issued as consideration to Banco Sabadell shareholders, nor for their admission to trading on the Spanish stock exchanges through SIBE.

Instead, BBVA is relying on the exchange-offer exemptions in Article 1(4)(f) and 1(5)(e) of that Regulation and has published an exemption document on its website in line with Delegated Regulation (EU) 2021/528. The document is explicitly not a prospectus and does not require review or approval by any supervisory authority, and has not been reviewed, approved or filed with the CNMV.

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Accepted by SEC EDGAR 09/05/2025 - 12:44 PM Learn about SEC filing dates

FAQ

What did BBVA disclose in this 6-K regarding its Banco Sabadell offer?

BBVA disclosed that its voluntary tender offer for the entire share capital of Banco de Sabadell, S.A. has been authorized by the CNMV and that it will rely on exchange-offer exemptions instead of issuing a full prospectus for the new shares offered as consideration.

Will BBVA issue a prospectus for the new shares in the Banco Sabadell offer?

No. BBVA states it will not issue a prospectus under Regulation (EU) 2017/1129 for the ordinary shares to be issued as consideration to Banco Sabadell shareholders or for their admission to trading on Spanish stock exchanges through SIBE.

On what legal basis is BBVA avoiding a prospectus for the Sabadell exchange offer?

BBVA indicates it is relying on the exchange offer exemptions in Article 1, paragraphs 4(f) and 5(e), of Regulation (EU) 2017/1129 to avoid preparing a prospectus for the shares issued in the Banco Sabadell offer.

What document has BBVA published instead of a prospectus?

BBVA has published an exemption document on its website prepared in accordance with Delegated Regulation (EU) 2021/528. The company notes this document is not a prospectus for the purposes of Regulation (EU) 2017/1129.

Has the BBVA exemption document been reviewed or approved by the CNMV?

No. BBVA explains that the exemption document does not require review or approval by any supervisory authority and specifically notes it has not been reviewed, approved or filed with the CNMV.

Where can investors find BBVA’s exemption document for the Sabadell offer?

BBVA states the exemption document is available on its website www.bbva.com, at the link provided in the disclosure, for shareholders and investors interested in the terms of the Banco Sabadell offer.

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 ☒   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 ☒

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 ☒

Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), pursuant to the provisions of the Spanish Securities Market Act, hereby proceeds by means of the present document to notify the following:

OTHER RELEVANT INFORMATION

In relation to the voluntary tender offer (the “Offer”) for the entire share capital of Banco de Sabadell, S.A. (“Banco Sabadell”) launched by BBVA and authorized today by the Spanish National Securities Market Commission (CNMV), it is hereby stated that BBVA will not issue any prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council in relation to the ordinary shares to be issued in order to attend the consideration offered to the shareholders of Banco de Sabadell under the Offer, nor for their admission to trading on the Spanish Stock Exchanges through the SIBE, since BBVA has elected to rely on the exemptions for exchange offers set out in Article 1, paragraphs 4(f) and 5(e), of Regulation (EU) 2017/1129.

For this purpose, BBVA has published today, on its website (www.bbva.com), an exemption document in accordance with the requirements of Delegated Regulation (EU) 2021/528, which does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 and is available at the following link: https://accionistaseinversores.bbva.com/wp-content/uploads/2025/09/Documento-de-exencion-BBVA.pdf.

The exemption document does not require review or approval by any supervisory authority and, specifically, has not been reviewed, approved or filed with the CNMV.

Madrid, September 5, 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 5, 2025						By: /s/ Victoria del Castillo Marchese
						Name: Victoria del Castillo Marchese
						Title: Global Head of Strategy & M&A