Business Context and Reporting Period
This Form 6-K filing by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) serves as a notice of the Annual General Shareholders' Meeting (AGM) scheduled for March 20, 2026, in Bilbao, Spain. The filing, dated February 13, 2026, outlines the agenda for the meeting, which includes the approval of financial statements and management reports for the fiscal year ended December 31, 2025. The document details proposed resolutions regarding capital structure, board composition, and remuneration policies.
Key Financial Metrics and Capital Actions
The filing provides specific figures regarding the proposed allocation of profits for the 2025 financial year, though it does not contain a full income statement or balance sheet.
- Total Profit Allocation: EUR 7,156,971,748.36.
- Dividend Distribution: EUR 5,267,833,582.56 total.
- Interim Dividend: EUR 1,842,452,362.56 (already paid in September 2025).
- Final Dividend: EUR 3,425,381,220.00 (EUR 0.60 gross per share), payable on April 10, 2026.
- Voluntary Reserves: EUR 1,889,138,165.80.
- Proposed Capital Issuance: Authorization to issue Contingently Convertible Securities (CoCos) up to EUR 8,000,000,000 over five years.
- Proposed Share Buyback: Authorization to acquire own shares up to 10% of subscribed share capital.
- Proposed Capital Reduction: Authorization to reduce share capital by up to 10% (nominal amount of EUR 279,739,466.30) via redemption of own shares.
Note: The filing text does not provide clear values for total revenue, net profit, operating margins, cash flow, or total debt levels for the 2025 fiscal year.
Material Changes and Corporate Actions
The filing outlines several significant corporate actions to be voted upon by shareholders:
- Board Composition: Re-election of four directors (Sonia Lilia Dulá, Raúl Catarino Galamba de Oliveira, Ana Leonor Revenga Shanklin, Carlos Vicente Salazar Lomelín) and the appointment of one new independent director (Jorge Montalbo Todolí).
- Capital Management: The company seeks broad authority to manage its capital structure through the issuance of CoCos, share buybacks, and subsequent capital reduction, replacing previous authorizations from 2021 and 2022.
- Remuneration Policy: Approval of a new Directors' Remuneration Policy for 2026–2029, including a maximum allocation of 5,000,000 shares for executive directors' variable remuneration.
- Employee Remuneration: Approval of a maximum variable remuneration level of 200% of the fixed component for employees with a significant impact on the risk profile.
- Auditor Re-election: Re-election of Ernst & Young, S.L. as statutory auditors for 2026.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance, revenue forecasts, or management commentary on market outlook. The document focuses strictly on procedural and governance matters for the AGM.
Risks and Contingencies:
- Operational Risk: The bank disclaims liability for damages resulting from breakdowns or overloads of electronic systems used for remote attendance and voting.
- Meeting Logistics: In the event of extraordinary circumstances beyond the company's control, the AGM may be held entirely remotely without physical attendance.
- Regulatory Compliance: Capital reduction and CoCo issuance are subject to obtaining necessary regulatory authorizations from the Bank of Spain and other competent authorities.
Investor Verification Checklist
- Verify the final dividend payment date of April 10, 2026, and the gross amount of EUR 0.60 per share.
- Confirm the record date for dividend entitlement (shares must be registered by March 15, 2026, for the second call).
- Review the full text of the proposed Directors' Remuneration Policy and the 2025 Annual Report on Directors' Remuneration available on the BBVA website.
- Monitor the execution of the EUR 8 billion CoCo issuance authorization and the 10% share buyback program over the next five years.
- Check for any updates regarding the potential shift to a fully remote AGM format due to extraordinary circumstances.