Business Context and Reporting Period
This Form 6-K filing by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) covers the month of August 2025, specifically dated August 29, 2025. The report addresses "Other Relevant Information" concerning a voluntary tender offer for the entire share capital of Banco de Sabadell, S.A. (Banco Sabadell).
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity for BBVA. The document focuses exclusively on the adjustment of consideration terms for the pending acquisition of Banco Sabadell.
Material Changes
The primary material change reported is the adjustment of the tender offer consideration due to an interim dividend paid by Banco Sabadell:
- Trigger Event: Banco Sabadell paid an interim dividend of €0.07 per share against 2025 financial year results on August 27, 2025 (ex-dividend date).
- Offer Adjustment: To maintain the economic equivalence of the offer, the consideration was adjusted.
- New Consideration Terms: For every 5.5483 ordinary shares of Banco Sabadell, shareholders will receive:
- 1 newly issued ordinary share of BBVA.
- €0.70 in cash.
Guidance, Outlook, and Risks
Management Commentary: The adjustment is explicitly intended to preserve the original economic terms of the offer announced on May 9, 2024, following the dividend payment by the target company.
Regulatory Status: The request for authorization for the offer was submitted to the Spanish Securities Market Commission (CNMV) on May 24, 2024, and accepted for processing on June 11, 2024. The filing confirms compliance with Securities Market legislation.
Risks and Contingencies: The filing does not disclose new risks or contingencies beyond the standard mechanics of the tender offer adjustment.
Investor Verification Checklist
- Verify the exact ex-dividend date for Banco Sabadell's interim dividend (stated as August 27, 2025).
- Confirm the final approved exchange ratio of 1 BBVA share + €0.70 cash per 5.5483 Banco Sabadell shares.
- Monitor the status of the CNMV authorization for the tender offer, which was accepted for processing in June 2024.
- Review the original May 9, 2024, announcement to compare the pre-adjustment offer terms.