Business Context and Reporting Period
This Form 6-K filing by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) is dated November 3, 2025. The report discloses "Other Relevant Information" regarding a planned capital issuance rather than providing periodic financial results.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or existing debt levels. The only specific financial figure disclosed relates to the new issuance:
- Issuance Amount: €1,000,000,000 (nominal amount).
- Capital Classification: Expected to qualify as Additional Tier 1 Capital.
- Initial Distribution Rate: 5.625% per annum (from November 11, 2025, to November 11, 2032).
- Reset Mechanism: Post-2032 rate will be 5-year Mid-Swap Rate plus 324.6 basis points.
Material Changes
The filing announces a material change in BBVA's capital structure through the issuance of preferred securities contingently convertible into ordinary shares. This issuance excludes pre-emptive subscription rights for existing shareholders. The filing references prior inside information dated June 25, 2025, but does not provide comparative financial data against prior periods.
Guidance, Outlook, and Risks
Management Commentary and Terms:
- Distributions are discretionary and subject to certain conditions.
- The securities are not directed toward retail investors.
- Listing is expected on the Global Exchange Market of Euronext Dublin.
- Closing date is expected on November 11, 2025.
- The securities are not registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption.
- Strict distribution restrictions apply in various jurisdictions including the UK, Spain, Italy, Belgium, Singapore, Hong Kong, Canada, Switzerland, and the EEA.
- The document explicitly states it is not a prospectus and does not constitute an offer of securities.
Investor Verification Checklist
- Verify the final closing date of the issuance (expected November 11, 2025).
- Review the director's report and independent expert/auditor report once published on BBVA's website.
- Confirm the specific conditions under which distributions are discretionary or may be cancelled.
- Check the terms regarding the contingent conversion of preferred securities into ordinary shares.
- Ensure compliance with jurisdictional restrictions if considering investment outside of the permitted markets.