Banco Bilbao Vizcaya Argentaria, S.A. filed a Form 6-K with the U.S. Securities and Exchange Commission on November 10, 2026, disclosing an agreement to issue preferred securities contingently convertible into newly issued ordinary shares for a total nominal amount of 1,000,000,000 euros.

Key Highlights

  • Total issuance size: 1,000,000,000 euros in preferred securities contingently convertible into newly issued ordinary shares of BBVA, with pre-emptive subscription rights excluded for shareholders.
  • Initial distribution rate: 6.500% per annum from and including 18 November 2026 to but excluding 18 May 2034, with payment discretionary and subject to certain conditions.
  • Rate reset mechanism: After 18 May 2034, the distribution rate resets by applying a margin of 333.4 basis points on the 5-year Mid-Swap Rate.
  • Capital classification: Once fully paid-up, the securities are expected to qualify as Additional Tier 1 Capital of BBVA and its Group pursuant to applicable solvency regulations.
  • Listing venue: BBVA will request listing of the securities on the Global Exchange Market of Euronext Dublin.
  • Expected closing date: 18 November 2026, on which the director's report and independent expert report will be published on BBVA's website.

BBVA's EUR 1 Billion Contingent Convertible Preferred Securities Issuance Details

According to the filing, BBVA agreed to carry out an issuance of preferred securities contingently convertible into newly issued ordinary shares, with pre-emptive subscription rights excluded for shareholders. The total nominal amount of the issuance is 1,000,000,000 euros. The company disclosed that, once fully paid-up, the securities are expected to qualify as Additional Tier 1 Capital of BBVA and its Group pursuant to applicable solvency regulations.

The filing states that distributions on the securities will accrue at a rate of 6.500% per annum from and including 18 November 2026 to but excluding 18 May 2034. The filing also notes that distribution payments are discretionary and subject to certain conditions. After 18 May 2034, the distribution rate will be reset by applying a margin of 333.4 basis points on the 5-year Mid-Swap Rate, in accordance with the applicable terms and conditions of the issuance.

BBVA disclosed that it will request the listing of the securities on the Global Exchange Market of Euronext Dublin. The filing further states that, for purposes set forth in articles 414, 417, 510, and 511 of the Spanish Corporate Enterprises Act, a director's report and a report from an independent expert have been issued in connection with the issuance. These reports are to be made available to shareholders through BBVA's website on the expected closing date of 18 November 2026, and will be reported to the first General Shareholders' Meeting held after the issuance. The filing notes that the issuance "is in no event directed towards retail investors," and identifies distribution restrictions in multiple jurisdictions including the United States, the United Kingdom, Spain, Italy, Belgium, Singapore, Hong Kong, Canada, Switzerland, and the European Economic Area.

What Was Disclosed

BBVA filed a Form 6-K reporting an agreement to issue 1,000,000,000 euros in contingently convertible preferred securities at an initial rate of 6.500% per annum, expected to qualify as Additional Tier 1 Capital, with a closing date of 18 November 2026 and listing planned on Euronext Dublin.