Business Context and Reporting Period
This Form 6-K filing by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) is dated December 19, 2025. The report discloses inside information regarding the receipt of European Central Bank (ECB) authorization for a share buyback program and the Board of Directors' approval to commence the first tranche of this program.
Key Financial Metrics and Capital Actions
- Total Buyback Authorization: Up to 3,960 million euros.
- First Tranche Amount: Maximum of 1,500 million euros.
- First Tranche Share Limit: Up to 557,316,433 shares.
- Capital Impact: The full 3,960 million euro authorization amount has been deducted from BBVA's individual and consolidated Common Equity Tier 1 (CET1) capital as of the authorization receipt.
- Execution Manager: J.P. Morgan SE.
Material Changes and Program Details
Following an October 16, 2025 notice, BBVA secured the necessary ECB authorization on December 18, 2025. The Board of Directors subsequently approved the execution of the first tranche with the following parameters:
- Purpose: Reduction of share capital through cancellation of acquired shares.
- Execution Period: Starts December 22, 2025. The first tranche must end no earlier than March 6, 2026, and no later than April 7, 2026 (subject to postponement for excluded days up to April 21, 2026).
- Trading Venues: Spanish Continuous Market, Cboe Europe, Turquoise Europe, and Aquis Exchange.
- Daily Minimum: The manager must purchase at least 500,000 shares per trading day unless market conditions or regulatory restrictions prevent it.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, revenue outlook, or management commentary on operational performance. The primary risk disclosed is the Company's reserved right to temporarily suspend or early terminate the buyback program if circumstances make it advisable. Execution is subject to market abuse regulations and specific trading venue conditions.
Investor Verification Checklist
- Verify the impact of the 3,960 million euro deduction on BBVA's current CET1 ratio.
- Monitor periodic communications for the actual volume of shares purchased in the first tranche starting December 22, 2025.
- Confirm whether the daily minimum purchase requirement of 500,000 shares is being met or if exceptions are being reported.
- Track the final end date of the first tranche, noting potential extensions due to "Excluded Days."