BBVA (BBVXF) ups bid terms in Banco Sabadell takeover offer

Rhea-AI Filing Summary

Banco Bilbao Vizcaya Argentaria (BBVA) has asked the Spanish securities regulator (CNMV) to approve an amendment to its voluntary takeover offer for all shares of Banco de Sabadell. The board decided on September 21, 2025 to improve the consideration offered, moving from one BBVA share plus €0.70 in cash for every 5.5483 Sabadell shares to a new exchange ratio of one newly issued BBVA ordinary share for every 4.8376 Sabadell ordinary shares.

The request, submitted on September 22, 2025, includes a prospectus supplement and an independent expert report supporting the improved terms, as required under Royal Decree 1066/2007. The detailed amended terms will be set out in the prospectus supplement once the CNMV grants authorization.

Insights

Banking M&A analyst

BBVA is seeking approval to sweeten its all-share bid for Sabadell.

BBVA is in the middle of a voluntary takeover of Banco de Sabadell, already authorized by the CNMV, with the acceptance period having started on September 8, 2025. The board has now resolved to improve the offer terms by changing the consideration from a mix of shares and cash to a higher all-share exchange, set at one newly issued BBVA share for every 4.8376 Sabadell shares.

This amendment requires CNMV authorization under Royal Decree 1066/2007, so BBVA has filed a formal request along with a prospectus supplement and an independent expert report attesting to the improved consideration. The impact for BBVA shareholders will depend on final CNMV approval and the level of acceptance from Sabadell shareholders, which will be clarified once the authorized prospectus supplement is published.

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   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, 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”) and authorized by the Spanish Securities Market Commission (CNMV) on September 5, 2025 (the “Offer”), whose acceptance period commenced on September 8, 2025, and following to the disclosure of inside information published on 22 September 2025 (CNMV registration number 2892), BBVA hereby informs that it has submitted to the CNMV the authorization request for the amendment of the Offer, together with the Offer prospectus supplement, an independent expert report attesting the improvement of the consideration and other required documentation, as provided in Article 31, sections 1, 3 and 4 of Royal Decree 1066/2007.

A copy of the request submitted to the CNMV for authorization of the amendment to the Offer is attached.

Madrid, September 22, 2025

Unofficial English translation for information purposes only

REQUEST FOR AUTHORISATION OF THE AMENDMENT OF THE VOLUNTARY TAKEOVER BID FOR THE ACQUISITION OF SHARES OF BANCO DE SABADELL, S.A. MADE BY BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

This request for authorization to amend the characteristics of the voluntary takeover bid made by Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) addressed to all the shares of Banco de Sabadell, S.A. (“Banco Sabadell”) and authorized by the Spanish National Securities Market Commission (CNMV) on 5 September 2025 (the “Offer”), whose acceptance period began on 8 September 2025, is made in accordance with the provisions of Article 31 of Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las ofertas públicas de adquisición de valores (the “Royal Decree 1066/2007”).

The detailed terms and characteristics of the amendment of the Offer will be contained in the supplement to the explanatory prospectus that will be published after obtaining the aforementioned authorization.

TO THE NATIONAL SECURITIES MARKET COMMISSION

Banco Bilbao Vizcaya Argentaria, S.A., a listed public limited company of Spanish nationality, with registered office at Plaza de San Nicolás nº 4, 48005 Bilbao, Spain, with NIF A-48265169 and code LEI K8MS7FD7N5Z2WQ51AZ71, and registered with the Commercial Registry of Bizkaia, on sheet no. BI-17 A, and in the Special Register of Banks and Bankers of the Bank of Spain under number 0182, duly represented by Ms. Victoria del Castillo Marchese, of legal age, of Spanish nationality, with valid National Identity Document (DNI) 01180539H, duly authorized to act on behalf of BBVA by virtue of the powers conferred in her favor by the Board of Directors at its meeting held on September 21, 2025,

EXPOSES

1. Decision to amend the Offer

BBVA, by resolution of its Board of Directors dated September 21, 2025, has decided to amend the terms of the Offer by improving the consideration offered (currently, one ordinary share of BBVA and €0.70 in cash for every 5.5483 ordinary shares of Banco Sabadell), with an amendment of its nature. The improved consideration for the Offer consists of one (1) newly issued ordinary share of BBVA for every four point eight three seven six (4.8376) ordinary shares of Banco Sabadell.

Unofficial English translation for information purposes only

2. Documentation accompanying this request for authorization to amend the Offer

For the purposes of the provisions of Article 31 of Royal Decree 1066/2007, the following documents are attached to this request for authorization for consideration and analysis by the CNMV:

(i) Duly signed copy of the supplement to the prospectus of the Offer;

(ii) Documentation evidencing BBVA’s resolutions in relation to the amendment of the Offer and the granting of powers of attorney in favor of the person responsible for the prospectus and signatory of this request for authorization.

(iii) Copy of the report of Deloitte Strategy Risk & Transactions, S.L.U., as an independent expert, dated September 22, 2025, for the purpose of evidencing the improvement in the consideration in accordance with the provisions of Article 31.1 of Royal Decree 1066/2007.

(iv) Documentation evidencing the constitution of an additional unavailable cash deposit to guarantee the cash payment of the “peaks” (“picos”) resulting from the exchange ratio.

(v) Template of the announcement of the amendment of the Offer to be published in the Listing Bulletins of the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and in a national newspaper.

(vi) Copy of the independent auditor’s special report on the compilation of the summarized proforma combined financial information.

3. Notifications

BBVA indicates below the address for notifications and communications in relation to this request for authorization and the corresponding file with the CNMV:

J&A Garrigues, S.L.P.

Fernando Vives Ruiz

Álvaro López-Jorrín Hernández

Leticia Comin Fernández-Cuesta

Plaza de Colón, 228046 Madrid

Tel.: +34 915 145 200

alvaro.lopez-jorrin@garrigues.com

leticia.comin@garrigues.com

2

Unofficial English translation for information purposes only

By virtue of the above,

REQUESTS

To the National Securities Market Commission to consider this document as submitted, together with the supplement to the prospectus of the Offer and other ancillary documentation, to consider that the statements contained herein have been made and to admit them for processing and authorize the modification of the Offer.

In Madrid, on September 22, 2025.

Banco Bilbao Vizcaya Argentaria, S.A.

P.p.

Victoria del Castillo Marchese

3

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 22, 2025

By: /s/ Victoria del Castillo Marchese

Name: Victoria del Castillo Marchese

Title: Global Head of Strategy & M&A

FAQ

What did BBVA (BBVXF) announce in this Form 6-K?

BBVA announced that its board has decided to amend and improve the consideration in its voluntary takeover offer for all shares of Banco de Sabadell and has requested authorization for this amendment from the CNMV.

How is BBVA changing the terms of its offer for Banco de Sabadell?

BBVA plans to improve the terms by replacing the previous mix of one BBVA share plus €0.70 in cash for every 5.5483 Sabadell shares with an all-share consideration of one newly issued BBVA ordinary share for every 4.8376 Sabadell ordinary shares.

Has the takeover offer for Banco de Sabadell already been authorized?

Yes. The original voluntary takeover offer was authorized by the CNMV on September 5, 2025, and its acceptance period began on September 8, 2025. The current filing seeks authorization specifically for the amendment to the offer terms.

What role does the CNMV play in BBVAs amended offer?

The CNMV must authorize the amendment to the offer. BBVA has submitted a request, including a supplement to the offer prospectus and an independent expert report, so the regulator can review and approve the improved consideration under Royal Decree 1066/2007.

Will the detailed amended terms of BBVAs offer be published?

Yes. The filing states that the detailed terms and characteristics of the amendment will be included in a supplement to the explanatory prospectus, which will be published after the CNMV grants authorization.

Who signed the authorization request for BBVAs amended offer?

The request was submitted on behalf of Banco Bilbao Vizcaya Argentaria, S.A. by Victoria del Castillo Marchese, who is identified as BBVAs Global Head of Strategy & M&A.