BBVA

Business Context and Reporting Period

This Form 6-K filing by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) discloses the Annual Report on the Remuneration of Directors for the financial year ended December 31, 2025. The report was approved by the Board of Directors on February 9, 2026, and filed on February 13, 2026. It details the remuneration accrued by executive and non-executive directors in 2025 and outlines the new remuneration policy proposed for the 2026-2029 period.

Key Financial Metrics and Remuneration Data

Group Performance (2025):

• Net Attributable Profit: €10,511 million (up 4.5% from €10,054 million in 2024).
• Return on Regulatory Capital (RORC): 21.13% (up from 20.98% in 2024).
• Enterprises Fee Income: €2,577 million (exceeded target of €2,350 million).
• Sustainable Business Channeled: €133,778 million (exceeded target of €114,740 million).

Executive Director Remuneration (2025 Accrued):

Note: The STI achievement level was 115% of target. The LTI final amount is contingent on performance through 2028 and may range from 0% to 150% of the target.

Non-Executive Directors (2025):

• Total Fixed Allowances: €4,193 thousand.
• Remuneration in Kind: €103 thousand.
• Theoretical Shares Allocated: 71,356 shares (equivalent to 20% of prior year's cash allowance).

Material Changes vs. Prior Period

• STI Achievement: While the aggregate STI achievement was 115% in 2025, this is lower than the 126% achieved in 2024, reflecting significantly more challenging targets set for 2025.
• Indicator Performance: RORC and Net Profit exceeded targets (123% and 122% achievement, respectively). However, the Net Promoter Score (NPS) fell slightly below target (91% achievement), while Target Customers and Sustainable Business channeling exceeded targets.
• Deferred Payments: In 2026, executive directors will receive deferred variable remuneration from 2021, 2022, 2023, and 2024. No reductions were applied to these deferred amounts as capital and liquidity thresholds were met.

Guidance, Outlook, and Policy Changes

New Remuneration Policy (2026-2029):

The Board has approved a new policy to be submitted to shareholders in March 2026, featuring the following changes to align with the new Strategic Plan and market competitiveness:

• Increased Variable Mix: The proportion of variable remuneration increases to 57% of total target remuneration (from 55%).
• Long-Term Focus: The Long-Term Incentive (LTI) now represents 50% of the Annual Variable Remuneration (up from 36%), with the Short-Term Incentive (STI) reduced to 50% (down from 64%).
• Share-Based Compensation: The portion of variable remuneration paid in shares or instruments increases to 62.5% (from 56%).
• Compensation Updates: Total target compensation for the Chair increases by 10% and for the CEO by 17% to align with peer group medians.
• Risk Alignment: A new liquidity threshold is introduced as an ex ante adjustment for the accrual of variable remuneration, in addition to existing profit and capital ratio thresholds.

Key Facts for Investor Verification

• LTI Vesting Conditions: The final value of the 2025 LTI (and future LTIs) is not fixed; it depends on performance metrics (TBV per share, Relative TSR, Decarbonization, Women in Management) measured over a period ending in 2028 or 2029.
• Share Price Sensitivity: A significant portion of executive remuneration is paid in shares or stock options. The value of vested shares in 2025 was calculated using an average share price of €20.10.
• Malus and Clawback: 100% of variable remuneration is subject to malus (reduction) and clawback (recovery) clauses for up to five years if financial performance deteriorates or if accounting restatements occur.
• Deferred Payments: Approximately 64% of the 2025 Annual Variable Remuneration is deferred over five years, subject to future capital and liquidity thresholds.
• Policy Approval: The new 2026-2029 remuneration policy requires shareholder approval at the Annual General Meeting in March 2026.