BBVA issues $1,000,000,000 Tier 1 preferreds

Banco Bilbao Vizcaya Argentaria, S.A.

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Form Type

6-K

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) has issued and sold $1,000,000,000 aggregate liquidation preference of its Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities. These preferred securities qualify as Additional Tier 1 capital and are contingent convertible instruments.

The report attaches key documents, including a pricing agreement dated April 30, 2026, a first supplemental indenture dated May 8, 2026, and the form of the security certificate. It also includes U.S. and Spanish legal opinions on the legality of the preferred securities and an opinion on certain U.S. federal income tax matters, which are incorporated by reference into BBVA’s Registration Statement on Form F-3.

Key Figures

Preferred Tier 1 issuance size: $1,000,000,000 aggregate liquidation preference Registration linkage: Form F-3 No. 333-289121 Supplemental indenture date: May 8, 2026 +1 more

4 metrics

Preferred Tier 1 issuance size $1,000,000,000 aggregate liquidation preference Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities

Registration linkage Form F-3 No. 333-289121 Form 6-K and exhibits incorporated by reference

Supplemental indenture date May 8, 2026 First Supplemental Indenture for the Preferred Securities

Pricing agreement date April 30, 2026 Pricing Agreement for the Preferred Securities

Key Terms

Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities, First Supplemental Indenture, Registration Statement on Form F-3, Contingent Convertible Preferred Security Registrar, +1 more

5 terms

Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities financial

"issuance and sale by Banco Bilbao Vizcaya Argentaria, S.A. of $1,000,000,000 aggregate liquidation preference of its Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities"

First Supplemental Indenture regulatory

"First Supplemental Indenture for the Preferred Securities between the Issuer, as Issuer, and The Bank of New York Mellon"

Registration Statement on Form F-3 regulatory

"hereby incorporated by reference into the Registration Statement on Form F-3 (No. 333-289121)"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

Contingent Convertible Preferred Security Registrar financial

"as Trustee, Paying and Conversion Agent, Calculation Agent, Principal Paying Agent and Contingent Convertible Preferred Security Registrar"

aggregate liquidation preference financial

"issuance and sale ... of $1,000,000,000 aggregate liquidation preference of its Series 16"

FAQ

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

What did BBVA (BBVA) issue in this Form 6-K filing?

BBVA issued $1,000,000,000 aggregate liquidation preference of Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities. These preferred securities are a form of Additional Tier 1 capital designed to absorb losses under specified conditions.

What is the purpose of BBVA’s Series 16 Preferred Tier 1 Securities?

The Series 16 Preferred Tier 1 Securities provide Additional Tier 1 capital for BBVA. As contingent convertible, non-cumulative, perpetual instruments, they are structured to enhance regulatory capital quality and can absorb losses if contractual or regulatory triggers are met.

Which key legal documents are included with BBVA’s May 2026 Form 6-K?

The filing includes a pricing agreement, a first supplemental indenture, and a form of security certificate. It also provides legal opinions from Davis Polk & Wardwell LLP and J&A Garrigues, S.L.P., plus a U.S. federal income tax opinion related to the preferred securities.

How does this BBVA preferred securities issuance relate to its Form F-3?

The Form 6-K and its exhibits are incorporated by reference into BBVA’s existing Registration Statement on Form F-3 No. 333-289121. This links the detailed terms and legal opinions for the $1,000,000,000 preferred securities to the broader registered securities program.

Who are the trustees and agents for BBVA’s Series 16 Preferred Securities?

The Bank of New York Mellon, acting through its London Branch, serves as trustee, paying and conversion agent, calculation agent, principal paying agent, and contingent convertible preferred security registrar under the first supplemental indenture dated May 8, 2026.

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

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Accepted by SEC EDGAR 05/08/2026 - 10:45 AM EDT

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 May, 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 ☒ Form 40-F ☐

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

Explanatory Note

This Report on Form 6-K contains, as exhibits, certain documents listed below relating to the issuance and sale by Banco Bilbao Vizcaya Argentaria, S.A. (the “Issuer”) of $1,000,000,000 aggregate liquidation preference of its Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (the “Preferred Securities”). This Report on Form 6-K and the Exhibits hereto are hereby incorporated by reference into the Registration Statement on Form F-3 (No. 333-289121) filed with the Securities and Exchange Commission.

Exhibit Index


Exhibit		Description of Exhibit

1.1		Pricing Agreement dated April 30, 2026

4.9		First Supplemental Indenture for the Preferred Securities between the Issuer, as Issuer, and The Bank of New York Mellon, acting (except with respect to its role as Contingent Convertible Preferred Security Registrar) through its London Branch, as Trustee, Paying and Conversion Agent, Calculation Agent, Principal Paying Agent and Contingent Convertible Preferred Security Registrar dated as of May 8, 2026

4.10		Form of Security Certificate representing the Preferred Securities (included in Exhibit 4.9)

5.1		Opinion of Davis Polk & Wardwell LLP, special United States counsel to the Issuer, as to the legality of the Preferred Securities being registered

5.2		Opinion of J&A Garrigues, S.L.P., Spanish counsel to the Issuer, as to the legality of the Preferred Securities being registered

8.1		Opinion of Davis Polk & Wardwell LLP regarding certain U.S. federal income tax matters

23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1 and Exhibit 8.1)

23.2		Consent of J&A Garrigues, S.L.P. (included in Exhibit 5.2)

SIGNATURES

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.

By:		/s/ Ignacio Echevarría Soriano
Name:		Ignacio Echevarría Soriano
Title:		Authorized Representative

Date: May 8, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents