Business Context and Reporting Period
This Form 6-K filing contains the 2025 Annual Corporate Governance Report of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), approved by the Board of Directors on February 9, 2026. The report covers the financial year ended December 31, 2025, and details the Bank's corporate governance practices, Board composition, committee activities, and compliance with the Spanish Code of Good Governance.
Key Financial and Capital Metrics
The filing focuses on governance and capital structure rather than operational financial performance (revenue, profit, cash flow). Key capital and ownership metrics provided include:
- Share Capital: €2,797,394,663 represented by 5,708,968,700 shares as of December 31, 2025.
- Free Float: Estimated at 87.62%.
- Treasury Shares: 12,692,745 shares held (0.222% of share capital) as of December 31, 2025.
- Significant Shareholders: Blackrock, Inc. (7.158% total voting rights) and Capital Research and Management Company (4.968% total voting rights).
- Senior Management Remuneration: Total remuneration for 16 members of Senior Management (excluding executive directors) amounted to €39,629 thousand for 2025.
- Board Remuneration: Total remuneration accrued for the Board of Directors was €21,549 thousand.
Material Changes and Capital Actions
Several significant capital and governance actions occurred during the 2025 reporting period:
- Share Buyback and Capital Reduction: In October 2025, BBVA executed a buyback program for €993 million, acquiring 54,316,765 shares. These shares were subsequently redeemed on December 23, 2025, reducing share capital by €26,615,214.85.
- New Buyback Framework: On December 18, 2025, the Board approved a new framework buyback program with a maximum combined amount of up to €3,960 million. The first tranche of €1,500 million began on December 22, 2025.
- Failed Acquisition: The public acquisition offer for Banco de Sabadell, S.A., which lapsed on October 16, 2025, due to non-compliance with minimum acceptance conditions. Consequently, the associated capital increase resolution will not be exercised.
- Convertible Securities: BBVA issued convertible perpetual securities (Additional Tier 1 capital) totaling US$1 billion and €750 million in 2025.
- Regulatory Change: In February 2026, the Board amended the Regulations of the Board of Directors to remove the age limit (previously 75 years) for holding the position of director.
Guidance, Outlook, and Management Commentary
Strategic Plan: The Board approved the Group's new Strategic Plan for the period 2025-2029, focusing on value creation, efficient capital allocation, and six strategic priorities. Strategic objectives to 2028 were communicated to the market.
Board Composition and Diversity: The Board consists of 15 directors (2 executive, 13 non-executive). Independent directors represent 67% of the Board. Female directors represent 46.67% of the total, meeting the Board's target of at least 40%.
Committee Activities:
- Audit Committee: Oversaw financial statements, internal controls, and auditor independence. Non-audit fees represented 5.38% of total audit fees.
- Risk and Compliance Committee: Monitored the Risk Appetite Framework, capital adequacy (ICAAP), and liquidity adequacy (ILAAP).
- Technology & Cybersecurity Committee: Focused on technological strategy, AI integration, and cybersecurity risks.
Risks and Contingencies:
- Legal Investigation: Spanish judicial authorities are investigating the activities of "Centro Exclusivo de Negocios y Transacciones, S.L." (Cenyt), which provided services to the Bank. BBVA states there is no involvement of current Board members or the Chair, and no criminal liability for the Company has been proven.
- Emerging Risks: The Bank monitors macroeconomic, geopolitical, regulatory, and ESG risks.
Investor Verification Checklist
- Verify the execution progress and final volume of the new €3,960 million share buyback framework program initiated in December 2025.
- Review the detailed financial impact of the failed Banco de Sabadell acquisition and confirm no residual liabilities remain.
- Monitor the status of the Spanish judicial investigation regarding Cenyt and any potential reputational or financial implications.
- Confirm the composition of the Board for the 2026 Annual General Meeting, noting the expiration of terms for several directors (marked with * in the report).
- Assess the alignment of the new 2025-2029 Strategic Plan with current market conditions and capital allocation priorities.