BBVA adjusts Banco Sabadell tender offer terms

Banco Bilbao Vizcaya Argentaria (BBVA) has adjusted the consideration in its voluntary tender offer for all shares of Banco de Sabadell.

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria (BBVA) has adjusted the consideration in its voluntary tender offer for all shares of Banco de Sabadell. The change reflects Banco Sabadell’s interim dividend of €0.07 per share, with an ex-dividend date of August 27, 2025, in line with the previously announced offer mechanics.

After this adjustment, BBVA is offering one newly issued BBVA ordinary share and €0.70 in cash for every 5.5483 Banco Sabadell ordinary shares. The stated aim is to keep the economic terms of the offer equivalent despite dividend payments made by Banco Sabadell.

Insights

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BBVA mechanically adjusts its Sabadell bid to offset a new dividend.

BBVA is maintaining the value of its voluntary tender offer for Banco de Sabadell by adjusting the mix of consideration after Sabadell paid an interim dividend of €0.07 per share. The revised terms offer one newly issued BBVA share plus €0.70 cash for every 5.5483 Sabadell shares, consistent with the formula outlined in the original announcement.

This keeps the offer’s economic equivalence relative to Sabadell’s pre-dividend position, rather than increasing or decreasing the bid. The filing does not change whether or when the offer may complete; it only updates the consideration structure following the August 27, 2025 ex-dividend date.

FAQ

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What change did BBVA (BBVA) make to its Banco Sabadell tender offer?

BBVA adjusted the offer terms so that Banco Sabadell shareholders would receive one newly issued BBVA ordinary share and €0.70 in cash for every 5.5483 Banco Sabadell ordinary shares.

Why did BBVA adjust the Banco Sabadell offer terms?

The adjustment follows Banco Sabadell’s interim dividend of €0.07 per share, with an ex-dividend date of August 27, 2025, to keep the economic terms of the offer equivalent despite that dividend payment.

Is the BBVA offer for Banco Sabadell still a voluntary tender offer for all shares?

Yes. The document refers to a voluntary tender offer launched by BBVA for the entire share capital of Banco Sabadell, with the consideration now adjusted for the recent dividend.

How much cash is included in BBVA’s revised offer for Banco Sabadell shareholders?

Under the adjusted terms, shareholders are offered €0.70 in cash in addition to one newly issued BBVA share for every 5.5483 Banco Sabadell shares tendered.

What role did the Spanish Securities Market Commission (CNMV) play in BBVA’s offer?

BBVA submitted its request for authorisation of the tender offer to the CNMV on May 24, 2024, and this request was accepted for processing on June 11, 2024.

What is the stated purpose of BBVA’s adjustment to the Banco Sabadell offer?

The adjustment is described as being intended to maintain the economic terms of the offer equivalent after the dividend payments made by Banco Sabadell.

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Accepted by SEC EDGAR 08/29/2025 - 02:25 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 August, 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”), 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. (“Banco Sabadell”) (the “Offer”), for which the prior announcement was published as inside information on May 9, 2024 and the request for authorisation was submitted to the Spanish Securities Market Commission (CNMV) on May 24, 2024, and accepted for processing on June 11, 2024, it is hereby stated that in accordance with the prior announcement of the Offer and as a consequence of the interim dividend against the 2025 financial year results in the gross amount of €0.07 per share paid by Banco Sabadell to its shareholders today, the consideration for the Offer must be adjusted with the ex dividend date (August 27, 2025).

Therefore, after applying the adjustment in the terms set forth in the prior announcement, the consideration offered by BBVA to the shareholders of Banco Sabadell under the Offer is adjusted to one (1) newly issued ordinary share of BBVA and €0.70 in cash for every five point five four eight three (5.5483) ordinary shares of Banco Sabadell.

This adjustment, as outlined in the prior announcement of May 9, 2024, is intended to maintain the economic terms of the Offer equivalent, following the dividend payments made by Banco Sabadell.

Madrid, August 29, 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: August 29, 2025		By: /s/ Victoria del Castillo Marchese
		Name: Victoria del Castillo Marchese
		Title: Global Head of Strategy & M&A