Business Context and Reporting Period
This Form 6-K filing by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) is dated October 14, 2025. The report addresses "Other Relevant Information" concerning a voluntary tender offer launched by BBVA to acquire the entire share capital of Banco de Sabadell, S.A. (Banco Sabadell). The offer was authorized by the Spanish Securities Market Commission (CNMV) on September 5, 2025, and the acceptance period concluded on October 10, 2025.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document is strictly informational regarding the mechanics of the tender offer.
Material Changes and Offer Conditions
The filing details the specific conditions required for the tender offer to become effective:
- Acceptance Threshold: The offer is conditional upon BBVA acquiring more than half of the voting rights of Banco Sabadell's shares at the end of the acceptance period, excluding treasury shares.
- Treasury Shares: As of October 10, 2025, Banco Sabadell holds 26,280,538 treasury shares, representing 0.52% of its share capital.
- Adjusted Share Count: The total number of Banco Sabadell shares excluding treasury stock is 4,997,397,194 (equivalent to 4,997,397 voting rights).
- Minimum Acceptance Required: To meet the effectiveness condition, a minimum of 2,498,699,000 Banco Sabadell shares (2,498,699 voting rights) must accept the offer.
Guidance, Outlook, and Risks
The filing does not contain management commentary on future financial guidance, general business outlook, or standard risk factors. The primary contingency identified is the failure to meet the minimum acceptance threshold of 2,498,699,000 shares, which would prevent the offer from becoming effective. No unusual items or other contingencies are disclosed in this text.
Investor Verification Checklist
- Verify the total number of Banco Sabadell shares that accepted the tender offer by the October 10, 2025 deadline.
- Confirm whether the acceptance count meets or exceeds the 2,498,699,000 share threshold required for the offer's effectiveness.
- Monitor subsequent announcements from BBVA or the CNMV regarding the final outcome of the tender offer.