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BBVA (BBVA) sells $1.25B 4.968% senior non-preferred notes due 2031

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Form Type
6-K

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) has issued U.S.$1,250,000,000 of 4.968% Senior Non-Preferred Fixed Rate Notes due 2031. The notes are documented through a Fourth Supplemental Indenture with The Bank of New York Mellon, acting through its London Branch, as trustee and related agents. Legal opinions from Davis Polk & Wardwell LLP and J&A Garrigues, S.L.P. confirm the legality of the notes, which are incorporated by reference into BBVA’s existing shelf Registration Statement on Form F-3.

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Insights

BBVA issues $1.25B senior non‑preferred notes under its F-3 shelf.

BBVA is issuing U.S.$1,250,000,000 of 4.968% Senior Non-Preferred Fixed Rate Notes due 2031. These are senior non-preferred instruments, which generally rank above equity but below senior unsecured debt in a bank capital structure.

The notes are issued under a Fourth Supplemental Indenture with The Bank of New York Mellon as trustee, paying agent, transfer agent and security registrar. The transaction is brought off an effective Form F-3 shelf, with U.S. and Spanish counsel providing legality opinions for the securities.

As a medium-term fixed-rate issuance, this expands BBVA’s senior non-preferred layer, which is often used to help meet regulatory loss-absorbing capital requirements. Future company filings may provide additional detail on use of proceeds and how these notes fit into its broader funding and capital plans.

Notes principal amount U.S.$1,250,000,000 Aggregate principal amount of Senior Non-Preferred Notes
Coupon rate 4.968% Fixed interest rate on Senior Non-Preferred Notes
Maturity year 2031 Maturity of Senior Non-Preferred Fixed Rate Notes
Registration statement Form F-3 No. 333-289121 Shelf registration the notes are incorporated into
Supplemental indenture number Fourth Supplemental Indenture Indenture governing the notes dated May 8, 2026
Senior Non-Preferred Fixed Rate Notes financial
"U.S.$1,250,000,000 aggregate principal amount of 4.968% Senior Non-Preferred Fixed Rate Notes due 2031"
Form 6-K regulatory
"This Report on Form 6-K contains, as exhibits, certain documents listed below"
A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.
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.
Fourth Supplemental Indenture financial
"Fourth Supplemental Indenture for the Notes dated as of May 8, 2026"
Senior Non-Preferred financial
"aggregate principal amount of 4.968% Senior Non-Preferred Fixed Rate Notes due 2031"
special United States counsel regulatory
"Opinion of Davis Polk & Wardwell LLP, special United States counsel to the Issuer"
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Form 6-K: How Foreign Companies Report to the SEC →
 

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 U.S.$1,250,000,000 aggregate principal amount of 4.968% Senior Non-Preferred Fixed Rate Notes due 2031 (the “Notes”). 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
 4.11    Fourth Supplemental Indenture for the Notes dated as of May  8, 2026 between the Issuer, as Issuer, and The Bank of New York Mellon, acting (except with respect to its role as Security Registrar) through its London Branch, as Trustee, Paying Agent, Transfer Agent and Security Registrar
 4.12    Form of Security Certificates representing the Notes (included in Exhibit 4.11)
 5.1    Opinion of Davis Polk & Wardwell LLP, special United States counsel to the Issuer, as to the legality of the Notes being registered
 5.2    Opinion of J&A Garrigues, S.L.P., Spanish counsel to the Issuer, as to the legality of the Notes being registered
23.1    Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
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

FAQ

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

BBVA disclosed the issuance and sale of U.S.$1,250,000,000 of 4.968% Senior Non-Preferred Fixed Rate Notes due 2031. The filing mainly consists of transaction documents, including a pricing agreement, supplemental indenture, and legal opinions validating the notes under its existing Form F-3 registration.

What are the key terms of BBVA’s new Senior Non-Preferred Notes?

BBVA’s new notes have an aggregate principal amount of U.S.$1,250,000,000, carry a fixed interest rate of 4.968%, and mature in 2031. They are classified as Senior Non-Preferred, meaning they sit below senior unsecured debt but above subordinated instruments and equity in the bank’s creditor hierarchy.

Who acts as trustee for BBVA’s Senior Non-Preferred Notes due 2031?

The Bank of New York Mellon, acting through its London Branch, serves as trustee, paying agent, transfer agent, and security registrar for the notes. These roles are detailed in the Fourth Supplemental Indenture dated May 8, 2026, which governs the terms and administration of the issuance.

How does this Form 6-K relate to BBVA’s Form F-3 shelf registration?

This report and its exhibits are expressly incorporated by reference into BBVA’s Form F-3 Registration Statement No. 333-289121. That means the shelf registration provides the overarching framework, while this filing supplies the specific documentation for the U.S.$1,250,000,000 Senior Non-Preferred Notes due 2031.

Filing Exhibits & Attachments

4 documents

Other Documents