Business Context and Reporting Period
This Form 6-K filing by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) is dated September 5, 2025. The report discloses "Other Relevant Information" regarding a voluntary tender offer for the entire share capital of Banco de Sabadell, S.A. (Banco Sabadell), which was authorized on the filing date by the Spanish National Securities Market Commission (CNMV).
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a regulatory notification concerning a merger and acquisition transaction and does not contain financial performance data.
Material Changes
The primary material event is the launch of a tender offer for Banco Sabadell. A key procedural change involves the issuance of consideration shares:
- BBVA will not issue a prospectus for the ordinary shares to be issued as consideration to Banco Sabadell shareholders.
- BBVA will not seek admission to trading on the Spanish Stock Exchanges through the SIBE for these specific shares via a prospectus.
- The company is relying on exemptions for exchange offers under Article 1, paragraphs 4(f) and 5(e) of Regulation (EU) 2017/1129.
Guidance, Outlook, and Risks
Management Commentary: BBVA has published an exemption document on its website in accordance with Delegated Regulation (EU) 2021/528. This document is available at the link provided in the filing but does not constitute a prospectus.
Risks and Contingencies: The filing explicitly states that the exemption document does not require review or approval by any supervisory authority and has not been reviewed, approved, or filed with the CNMV. Investors should note that the transaction relies on specific regulatory exemptions rather than a standard prospectus approval process.
Key Facts for Investor Verification
- Verify the terms of the voluntary tender offer for Banco de Sabadell on BBVA's official investor relations website.
- Review the published exemption document (linked in the filing) to understand the specific conditions under which shares are being issued without a prospectus.
- Confirm the status of the CNMV authorization for the offer, as noted in the filing date.
- Monitor for future filings that may contain financial impact assessments or updated guidance related to the acquisition.