BBVA issues €1B AT1 CoCos at 5.625% fixed until 2032; Euronext Dublin

BBVA announced an issue of preferred securities contingently convertible into newly issued ordinary shares for a total nominal amount of €1,000,000,000, with exclusion of pre‑emptive subscription rights.

Rhea-AI Filing Summary

BBVA announced an issue of preferred securities contingently convertible into newly issued ordinary shares for a total nominal amount of €1,000,000,000, with exclusion of pre‑emptive subscription rights. Once fully paid, the securities are expected to qualify as Additional Tier 1 capital under applicable solvency regulations.

Distributions are discretionary and will accrue at 5.625% per annum from and including 11 November 2025 to but excluding 11 November 2032, then reset by adding 324.6 bps to the 5‑year Mid‑Swap Rate. BBVA will request listing on the Global Exchange Market of Euronext Dublin. The issue is not directed to retail investors. The director’s report and an independent expert report will be published on BBVA’s website on the expected closing date of 11 November 2025 and presented to the next General Shareholders’ Meeting.

Insights

Bank capital markets analyst

€1B AT1 CoCo issuance with 5.625% coupon to 2032; resets thereafter.

BBVA plans a €1,000,000,000 Additional Tier 1 (AT1) issue of contingent convertibles, which convert into newly issued ordinary shares under defined triggers. The offering excludes pre‑emptive rights and targets institutional markets, aligning with AT1 market conventions.

Distributions are discretionary and non-cumulative, accruing at 5.625% from and including 11 November 2025 to but excluding 11 November 2032, then resetting to 5‑year Mid‑Swap plus 324.6 basis points. Listing is intended on Euronext Dublin’s Global Exchange Market.

Key timing markers include the expected closing on 11 November 2025 and the first reset on 11 November 2032. Actual market reception and pricing dynamics depend on investor demand and prevailing mid‑swap rates at reset, as described.

FAQ

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

What is BBVA (BBVA) issuing in this 6-K update?

BBVA is issuing preferred securities contingently convertible into newly issued ordinary shares, expected to qualify as Additional Tier 1 capital.

How large is BBVA's AT1 contingent convertible issuance?

The total nominal amount is €1,000,000,000.

What coupon does BBVA's AT1 security pay and for how long?

Distributions accrue at 5.625% per annum from and including 11 November 2025 to but excluding 11 November 2032.

What happens to the distribution rate after 11 November 2032?

After that date, the rate resets by adding 324.6 basis points to the 5‑year Mid‑Swap Rate.

Will BBVA seek a listing for these securities and where?

BBVA will request listing on the Global Exchange Market of Euronext Dublin.

Are retail investors targeted in this issuance?

No. The issuance is not directed towards retail investors, subject to additional sales restrictions.

When will related reports be available to shareholders?

The director’s and independent expert reports will be published on BBVA’s website on the expected closing date of 11 November 2025.

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

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Accepted by SEC EDGAR 11/03/2025 - 03:08 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 November, 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, and further to the inside information dated 25 June 2025 (with registration number 2795), 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 euros (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 5.625% per annum from and including 11 November 2025 to but excluding 11 November 2032. After that, the distribution rate will be reset in accordance with the applicable terms and conditions of the Issuance by applying a margin of 324.6 basis points on the 5-year Mid-Swap Rate.

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 Global Exchange Market of Euronext Dublin.

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 11 November 2025) and will be reported to the first General Shareholders’ Meeting to be held after the Issuance.

Madrid, 3 November 2025

Important information:

There are restrictions with respect to the offering of the Securities in various jurisdictions, including the United States, the United Kingdom, Spain, Italy, Belgium, 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 announcement does not constitute or form part of an offer of securities for sale in the United States or any other jurisdiction. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

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: November 3, 2025

By: /s/ José María Caballero Cobacho

Name: José María Caballero Cobacho

Title: Global ALM Director