As filed with the Securities and Exchange Commission on September 5, 2025.

Registration No. 333-281111

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 4

to

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

(Exact name of Registrant as specified in its charter)

 

 

 

Kingdom of Spain		6029		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Calle Azul, 4

28050 Madrid

Spain

+34-91-537-7000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

 

 

Diego Crasny

Banco Bilbao Vizcaya Argentaria, S.A.

New York Branch

Two Manhattan West

375 Ninth Avenue, 8th Floor

New York, New York 10001

+1-212-728-1660

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

 

 

Please send copies of all communications to:

Michael J. Willisch

Ester del Valle Izquierdo

Davis Polk & Wardwell LLP

Paseo de la Castellana, 41

28046 Madrid, Spain

+34-91-768-9610

Approximate date of commencement of proposed sale to the public: Pursuant to Rule 162 under the Securities Act, the offer described herein will commence on September 8, 2025. The offer cannot, however, be completed prior to the time that this registration statement is declared effective and is subject to the conditions set forth in this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☒

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

THE INFORMATION IN THIS PRELIMINARY OFFER TO EXCHANGE/PROSPECTUS MAY CHANGE. THE REGISTRANT MAY NOT COMPLETE THE OFFER AND ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT RELATING TO THESE SECURITIES AND FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY OFFER TO EXCHANGE/PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR OTHER JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY - SUBJECT TO CHANGE DATED SEPTEMBER 5, 2025

Offer to Exchange/Prospectus

Offer to Exchange

100% of the shares of

BANCO DE SABADELL, S.A.

for shares of

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

and cash

Banco Bilbao Vizcaya Argentaria, S.A., a bank organized under the laws of the Kingdom of Spain (“Spain”) (“BBVA”, and, together with BBVA’s subsidiaries, the “BBVA Group”), is undertaking an exchange offer (the “exchange offer”) pursuant to the offering documents published (or that will be published) in Spain and made available (or that will be made available) to all shareholders of Banco de Sabadell, S.A., a bank organized under the laws of Spain (“Banco Sabadell”, and, together with its subsidiaries, the “Banco Sabadell Group”), to acquire all of the issued and outstanding shares of Banco Sabadell, with a nominal value of €0.125 per share (each, a “Banco Sabadell share”) in exchange for ordinary shares, with a par value of €0.49 per share, of BBVA (each, a “BBVA share”) and cash.

The exchange offer will be addressed to U.S. holders (as defined herein) of Banco Sabadell shares (the “U.S. tranche of the exchange offer”) pursuant to this offer to exchange/prospectus. Pursuant to the exchange offer, BBVA is offering one newly-issued BBVA share and €0.70 in cash for each 5.5483 Banco Sabadell shares (adjusted, as the case may be, as described in this offer to exchange/prospectus) tendered and not withdrawn. Banco Sabadell shares are listed on the Madrid, Bilbao, Barcelona and Valencia Stock Exchanges (the “Spanish Stock Exchanges”).

No fractional BBVA shares will be issued in connection with the exchange offer. Instead of any such fractional BBVA shares that a tendering holder of Banco Sabadell shares would otherwise be entitled to receive, BBVA will pay to the relevant tendering holder an amount in cash equal to the weighted average price per BBVA share during the 15 trading sessions prior to the expiration date (including the expiration date) multiplied by the fraction of a BBVA share that a tendering holder of Banco Sabadell shares would otherwise be entitled to receive in accordance with the exchange ratio of 5.5483 (adjusted, as the case may be, as described in this offer to exchange/prospectus). Such amount in cash will be rounded to the nearest euro cent and, in the event of a half of a euro cent, to the immediately higher euro cent. Under no circumstances will interest be paid on the cash to be received in lieu of any fractional shares.

With respect to the exchange offer cash consideration (as defined herein), tendering holders of Banco Sabadell shares that tender a number of Banco Sabadell shares that does not entitle them to receive at least one newly-issued BBVA share, or that entitles them to receive a whole number of newly-issued BBVA shares but have an excess number of Banco Sabadell shares that would entitle them to receive the above cash payment in lieu of a fractional BBVA share, will receive an amount in cash equal to €0.70 multiplied by the fraction of a BBVA share that they would otherwise be entitled to receive in accordance with the exchange ratio of 5.5483 (adjusted, as the case may be, as described in this offer to exchange/prospectus). Such amount in cash will be rounded to the nearest euro cent and, in the event of a half of a euro cent, to the immediately higher euro cent. Under no circumstances will interest be paid on the exchange offer cash consideration.

If Banco Sabadell makes any distribution of dividends, reserves or any other type of distribution to its shareholders (regardless of whether it is an ordinary, extraordinary, interim or complementary distribution) prior to the settlement of the exchange offer or,

if applicable, after the settlement of the exchange offer but before the settlement of a subsequent squeeze-out transaction, the share exchange offered as consideration in the exchange offer or in such subsequent squeeze-out transaction, or both, as applicable, will be adjusted accordingly by an amount equal to the gross amount of the distribution per Banco Sabadell share. The adjustment will be made taking into account the weighted average price per BBVA share during the three-month period prior to the publication of BBVA’s announcement of its intention to make the exchange offer (that is, €10.24 per BBVA share) and the equivalent price per Banco Sabadell share resulting from the application of the original exchange ratio of 4.83 (that is, €2.12 per Banco Sabadell share), reduced by the amount of any distribution of dividends, reserves or any other type of distribution by Banco Sabadell to Banco Sabadell’s shareholders after the date of the publication of BBVA’s announcement of its intention to make the exchange offer but prior to the settlement of the exchange offer or, if applicable, after the settlement of the exchange offer but before the settlement of a subsequent squeeze-out transaction. Notwithstanding the foregoing, the consideration payable upon settlement of the exchange offer or settlement of a subsequent squeeze-out transaction, or both, as applicable, will not be adjusted for a distribution of dividends, reserves or any other type of distribution to shareholders with an ex-dividend date that occurs after the date of publication of the results of the exchange offer in the official daily quotation bulletins of the Spanish Stock Exchanges (“Official Quotation Bulletins”). On October 1, 2024, Banco Sabadell paid a dividend of €0.08 per Banco Sabadell share and, as a result, the applicable exchange ratio was adjusted on the ex-dividend date of such dividend payment from the original exchange ratio of one newly-issued BBVA share for each 4.83 Banco Sabadell shares to one newly-issued BBVA share for each 5.0196 Banco Sabadell shares (which is the result of dividing €10.24 per BBVA share by €2.04 per ex-dividend Banco Sabadell share). On March 28, 2025, Banco Sabadell paid a dividend of €0.1244 per Banco Sabadell share and, as a result, the applicable exchange ratio was adjusted on the ex-dividend date of such dividend payment from the prior exchange ratio of one newly-issued BBVA share for each 5.0196 Banco Sabadell shares to one newly-issued BBVA share for each 5.3456 Banco Sabadell shares (which is the result of dividing €10.24 per BBVA share by €1.9156 per ex-dividend Banco Sabadell share). On August 29, 2025, Banco Sabadell paid a dividend of €0.07 per Banco Sabadell share and, as a result, the applicable exchange ratio was adjusted on the ex-dividend date of such dividend payment from the prior exchange ratio of one newly-issued BBVA share for each 5.3456 Banco Sabadell shares to one newly-issued BBVA share for each 5.5483 Banco Sabadell shares (which is the result of dividing €10.24 per BBVA share by €1.8456 per ex-dividend Banco Sabadell share). There may be further adjustments as a consequence of any further distribution of dividends, reserves or any other type of distribution, which have not been announced as of the date of this offer to exchange/prospectus, by Banco Sabadell to Banco Sabadell’s shareholders prior to the settlement of the exchange offer or, if applicable, after the settlement of the exchange offer but before the settlement of a subsequent squeeze-out transaction, and any such adjusted exchange ratio would be rounded to four decimals places, with 0.00005 being rounded up. There will be no adjustments to the share exchange offered as consideration in the exchange offer or in any subsequent squeeze-out transaction, or both, as applicable, as a result of the acquisition by Banco Sabadell of any Banco Sabadell shares pursuant to the Banco Sabadell Share Buy-Back Programs (as defined herein) or any other share buy-back program.

If BBVA makes any distribution of dividends, reserves or any other type of distribution to its shareholders (regardless of whether it is an ordinary, extraordinary, interim or complementary distribution) prior to the settlement of the exchange offer or, if applicable, after the settlement of the exchange offer but before the settlement of a subsequent squeeze-out transaction, the consideration payable upon settlement of the exchange offer or settlement of such subsequent squeeze-out transaction, or both, as applicable, will be adjusted upwards by including a cash payment for each Banco Sabadell share tendered pursuant to the exchange offer or acquired in such subsequent squeeze-out transaction, or both, as applicable, equal to the gross amount of the relevant distribution per BBVA share divided by the exchange ratio of 5.5483 (adjusted, as the case may be, as described in this offer to exchange/prospectus). Notwithstanding the foregoing, the consideration payable upon settlement of the exchange offer or settlement of a subsequent squeeze-out transaction, or both, as applicable, will not be adjusted for a distribution of dividends, reserves or any other type of distribution to shareholders with an ex-dividend date that occurs after the date of publication of the results of the exchange offer in the Official Quotation Bulletins. On October 10, 2024, BBVA paid a dividend of €0.29 per BBVA share and, as a result, BBVA increased the exchange offer consideration on the ex-dividend date of such dividend payment to one newly-issued BBVA share and €0.29 in cash for each 5.0196 Banco Sabadell shares tendered and not withdrawn (the then-applicable exchange ratio). On April 10, 2025, BBVA paid a dividend of €0.41 per BBVA share and, as a result, BBVA increased the exchange offer consideration on the ex-dividend date of such dividend payment to one newly-issued BBVA share and €0.70 in cash for each 5.3456 Banco Sabadell shares tendered and not withdrawn. The purpose of the exchange offer cash consideration is to provide tendering holders of Banco Sabadell shares with an amount equivalent to the aggregate amount of all distributions of dividends, reserves or any other type of distributions made to shareholders of BBVA after the date of the publication of BBVA’s announcement of its intention to make the exchange offer but prior to the settlement of the exchange offer or, if applicable, after the settlement of the exchange offer but before the settlement of a subsequent squeeze-out transaction. As a result, tendering holders of Banco Sabadell shares will receive this equivalent amount once they become shareholders of BBVA. There will be no adjustments to the exchange offer cash consideration offered in the exchange offer or in any subsequent squeeze-out transaction, or both, as applicable, as a result of the acquisition by BBVA of any BBVA shares pursuant to any share buy-back program. BBVA does not intend to make any distribution of dividends, reserves or any other type of distribution to its shareholders (regardless of whether it is an ordinary, extraordinary, interim or complementary distribution) during the acceptance period.

This offer to exchange/prospectus is being addressed to all holders of Banco Sabadell shares that are residents of, or located in, the United States (each, a “U.S. holder”). Separate offering documents are being (or will be) published in Spain and made available (or will be made available) to all holders of Banco Sabadell shares.

The exchange offer is being made on the terms and subject to the conditions set forth in this offer to exchange/prospectus under “The Exchange Offer” beginning on page 122.

THE EXCHANGE OFFER WILL EXPIRE AT 5:59:59 P.M. EASTERN TIME (11:59:59 P.M. CENTRAL EUROPEAN TIME) (THE “EXPIRATION TIME”) ON OCTOBER 7, 2025 (AS SUCH DATE MAY BE EXTENDED, THE “EXPIRATION DATE”), UNLESS THE EXCHANGE OFFER IS EXTENDED.

BBVA shares are listed on the Spanish Stock Exchanges under the symbol “BBVA”. BBVA shares are also listed on the London Stock Exchange (“LSE”) under the symbol “BVA” and the Mexican Stock Exchange under the symbol “BBVA”. BBVA’s American Depositary Shares (“BBVA ADSs”) are listed on the New York Stock Exchange (“NYSE”) under the symbol “BBVA”. Each BBVA ADS represents the right to receive one BBVA share. Banco Sabadell shares are listed on the Spanish Stock Exchanges under the symbol “SAB”. On September 1, 2025, the closing price of the BBVA shares listed on the Spanish Stock Exchanges was €15.60 (equivalent to U.S.$18.28 based on the exchange rate as published by the European Central Bank (“ECB”) on such date). On September 1, 2025, the closing price of the Banco Sabadell shares listed on the Spanish Stock Exchanges was €3.25 (equivalent to U.S.$3.81 based on the exchange rate as published by the ECB on such date).

On July 5, 2024, BBVA’s extraordinary general shareholders’ meeting approved to authorize the increase of BBVA’s share capital in an amount of up to €551,906,524.05 through the issuance of up to 1,126,339,845 newly-issued BBVA shares to be offered to the holders of Banco Sabadell shares pursuant to the exchange offer, with shareholders representing 70.75% of the outstanding BBVA shares present at such meeting and 96.01% of such shareholders voting in favor.

See “Risk Factors” in this offer to exchange/prospectus beginning on page 42 for a discussion of various risk factors that you should consider before deciding whether or not to tender your Banco Sabadell shares into the exchange offer.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued in the transactions described in this offer to exchange/prospectus or passed upon the adequacy or accuracy of this offer to exchange/prospectus. Any representation to the contrary is a criminal offense.

The date of this offer to exchange/prospectus is    , 2025

TABLE OF CONTENTS

 

		Page
REGULATORY STATEMENT			1
QUESTIONS AND ANSWERS ABOUT THE PROPOSED EXCHANGE OFFER			3
WHERE YOU CAN FIND MORE INFORMATION			18
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			19
NOTE ON BANCO SABADELL INFORMATION			21
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			24
SUMMARY			28
RISK FACTORS			42
UNAUDITED CONDENSED PRO FORMA FINANCIAL INFORMATION			58
COMPARATIVE MARKET PRICE AND DIVIDEND PER SHARE INFORMATION			77
INFORMATION ABOUT BBVA			78
INFORMATION ABOUT BANCO SABADELL			80
BACKGROUND OF THE EXCHANGE OFFER			112
BBVA’S REASONS FOR THE PROPOSED EXCHANGE OFFER			115
THE EXCHANGE OFFER			122
DESCRIPTION OF BBVA SHARES			170
COMPARISON OF RIGHTS OF HOLDERS OF BBVA SHARES AND BANCO SABADELL SHARES			186
VALIDITY OF SECURITIES			189
EXPERTS			189
ENFORCEABILITY OF CIVIL LIABILITIES			189
APPENDIX I			A-1

This offer to exchange/prospectus incorporates by reference important business and financial information about BBVA that is contained in its filings with the SEC but which is not included in, or delivered with, this offer to exchange/prospectus. This information is available on the SEC’s website at www.sec.gov and from other sources. For more information about how to obtain copies of these documents, see “Where You Can Find More Information” in this offer to exchange/prospectus beginning on page 18. BBVA will also make copies of the reports incorporated by reference in this document available to you without charge upon your written or oral request to Sodali & Co., whose contact details can be found on page 18. In order to receive timely delivery of these documents, you must make such a request no later than five U.S. business days before the then-scheduled expiration date of the exchange offer. This deadline is currently September 30, 2025 because the expiration date of the exchange offer is currently October 7, 2025, but the actual deadline will be different if the exchange offer is extended.

 

i

REGULATORY STATEMENT

Rule 14e-5 relief

Pursuant to exemptive relief granted on May 29, 2024 by the SEC from Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and subject to certain enumerated conditions set forth in the relief letter, BBVA, BBVA’s subsidiaries and their respective affiliates and separately identifiable departments (collectively, the “BBVA Prospective Purchasers”) may purchase or arrange to purchase Banco Sabadell shares, securities that are immediately convertible into, exchangeable for or exercisable for Banco Sabadell shares, and various derivatives related to such securities (collectively, “Banco Sabadell Securities”) prior to and during the conduct of, but outside of, the exchange offer in the ordinary course of their businesses. Such purchases or arrangements to purchase may not be carried out for the purpose of promoting or otherwise facilitating the exchange offer or for the purpose of creating actual, or apparent, active trading in, or maintaining, or affecting the prices of the Banco Sabadell Securities.

For a description of the trading activities included within the scope of the SEC’s relief, see “The Exchange Offer—Relief Requested from the SEC—Tender Offer Rules Exemptive and No-Action Relief”.

The BBVA Prospective Purchasers intend to effect such purchases in the ordinary course of their businesses in reliance on the relief granted by the SEC, subject to the conditions imposed by the SEC and otherwise in accordance with applicable law.

Rule 14e-1 relief

Pursuant to exemptive relief granted on September 2, 2025 by the SEC from Rule 14e-1(b) under the Exchange Act, and subject to certain enumerated conditions set forth in the relief letter, BBVA may adjust the share consideration offered in the exchange offer if Banco Sabadell makes any distributions of dividends, reserves or any other type of distribution to its shareholders (regardless of whether it is an ordinary, extraordinary, interim or complementary distribution) prior to the settlement of the exchange offer, provided that the publication of the results of the exchange offer in the Official Quotation Bulletins is made on the same day or after the ex-dividend date of such distribution of dividends, reserves or any other type of distribution, as described under “The Exchange Offer—Consideration”, without extending the acceptance period by 10 U.S. business days as required by Rule 14e-1(b). If the share exchange offered as consideration in the exchange offer is adjusted as described under “The Exchange Offer—Consideration”, BBVA will disseminate an announcement of such adjustment through a press release and will file such announcement with the SEC via the EDGAR filing system on the date that the announcement is made. BBVA will also make an “other relevant information” filing with the CNMV (as defined herein) in Spain.

For additional information, see “The Exchange Offer—Relief Requested from the SEC—Tender Offer Rules Exemptive and No-Action Relief”.

Rule 14d-4(d)(2) relief

Pursuant to no-action relief granted on September 2, 2025 by the SEC with respect to Rule 14d-4(d)(2) under the Exchange Act, BBVA may, following the expiration date of the exchange offer, waive the Minimum Acceptance Condition (as defined herein) in accordance with Spanish law and practice (i.e., through the first Spanish stock exchange business day following the date on which BBVA receives the CNMV Notification (as defined herein)) in the event that the Minimum Acceptance Condition has not been satisfied as of the end of the acceptance period, without extending the acceptance period or providing withdrawal rights in connection with any such waiver. Such relief is conditioned upon BBVA’s undertaking not to waive the Minimum Acceptance Condition if the number of Banco Sabadell shares tendered and not withdrawn in the exchange offer would not permit BBVA to acquire at least 30% of the voting rights of the Banco Sabadell shares (excluding any treasury shares held by Banco Sabadell as of that time).

 

1

Because BBVA would be permitted to waive the Minimum Acceptance Condition when U.S. holders of Banco Sabadell shares no longer have the withdrawal rights required under U.S. law in the absence of the no-action relief granted by the SEC, U.S. holders of Banco Sabadell shares are cautioned to consider not tendering their Banco Sabadell shares into the exchange offer if their willingness to tender their Banco Sabadell shares would be affected by such a waiver by BBVA of the Minimum Acceptance Condition.

For additional information, see “The Exchange Offer—Relief Requested from the SEC—Tender Offer Rules Exemptive and No-Action Relief”.

Rule 14d-7 and Section 14(d)(5) relief

Pursuant to no-action relief granted on September 2, 2025 by the SEC with respect to Rule 14d-7 under the Exchange Act and Section 14(d)(5) of the Exchange Act, BBVA may commence the exchange offer before the Registration Statement is declared effective, despite the fact that withdrawal rights would be provided in connection with the exchange offer only through the day prior to the last day of the acceptance period as required by the Spanish Takeover Regulation, rather than through the expiration date of the exchange offer (as would be required by Rule 14d-7), and that “back-end” withdrawal rights (as would be required by Section 14(d)(5)) would not be provided after the expiration date of the exchange offer.

For additional information, see “The Exchange Offer—Relief Requested from the SEC—Tender Offer Rules Exemptive and No-Action Relief”.

Regulation M relief

Pursuant to exemptive relief granted on September 4, 2025 by the SEC from Rules 101 and 102 of Regulation M under the Exchange Act, and subject to certain enumerated conditions set forth in the relief letter, BBVA and certain of its affiliates may continue to engage, including during the Regulation M Restricted Period (as defined herein), in various dealing, brokerage and investment advice activities involving BBVA shares and BBVA ADSs when and to the extent permitted by applicable law. Among other things, BBVA and certain of its affiliates, as the case may be, intend (i) to engage in trades in BBVA shares for their own account and the accounts of their customers for the purpose of hedging positions (or adjusting or liquidating existing hedge positions) belonging to them and their customers; (ii) to provide to customers investment advice and financial planning guidance which may include information about BBVA shares; (iii) to engage in unsolicited brokerage transactions in BBVA shares, BBVA ADSs and derivatives thereon with their customers; (iv) to trade in BBVA shares and derivatives thereon as part of their asset management and wealth management activities for the accounts of their customers; (v) to engage in stock borrowing/lending transactions involving BBVA shares; and (vi) to acquire BBVA shares and derivatives in connection with BBVA’s obligations under BBVA’s employee share ownership and incentive share programs and dividend reinvestment plans. These market activities have occurred and are expected to continue to occur primarily outside the United States and, to a lesser extent, inside the United States, in each case solely in the ordinary course of business and not in contemplation of, or with a view to facilitating, the exchange offer.

For additional information, see “The Exchange Offer—Relief Requested from the SEC—Regulation M Exemptive Relief”.

 

2

QUESTIONS AND ANSWERS ABOUT THE PROPOSED EXCHANGE OFFER

The summary term sheet in question-and-answer format set forth below highlights selected information about the exchange offer that is included elsewhere in this offer to exchange/prospectus. It does not, however, contain all of the information included in, or incorporated by reference into, this offer to exchange/prospectus and you should read and consider all such information carefully before deciding whether or not to tender your Banco Sabadell shares into the exchange offer.

 

Q.	Who is offering to acquire my Banco Sabadell shares?

 

A.

The exchange offer is being undertaken by BBVA, the parent company of the BBVA Group. The BBVA Group is a customer-centric global financial services group founded in 1857. Internationally diversified and with strengths in retail banking, asset management and wholesale banking, the BBVA Group is committed to offering a compelling digital proposition focused on customer experience. BBVA has a leadership position in the Spanish market, it is the largest financial institution in Mexico in terms of assets, it has leading franchises in South America, and it is the majority shareholder in Garanti BBVA, Turkey’s largest bank in terms of market capitalization. The BBVA Group had consolidated assets of €776,974 million and €772,402 million as of June 30, 2025 and December 31, 2024, respectively, and net attributable profit/(loss) of €5,447 million and €10,054 million for the six months ended June 30, 2025 and for the year ended December 31, 2024, respectively.

Additional information about the BBVA Group is included in the 2024 Form 20-F and the BBVA First Half 2025 Results Form 6-K (each as defined herein), which are incorporated by reference in this offer to exchange/prospectus.

 

Q.	What is BBVA proposing to do?

 

A.

BBVA is undertaking an exchange offer to acquire all of the issued and outstanding Banco Sabadell shares. Pursuant to the exchange offer, BBVA is offering one newly-issued BBVA share and €0.70 in cash for each 5.5483 Banco Sabadell shares (adjusted, as the case may be, as described in this offer to exchange/prospectus) tendered and not withdrawn.

 

Q.	Why is BBVA making this exchange offer?

 

A.

As explained in “BBVA’s Reasons for the Proposed Exchange Offer”, BBVA is undertaking the exchange offer in order to acquire control of Banco Sabadell, which would result in Banco Sabadell becoming part of the BBVA Group. As soon as possible thereafter, and subject to compliance with the Council of Ministers’ Authorization (as defined in “The Exchange Offer—Antitrust Authorizations—Spanish Antitrust Authorization”), BBVA intends to promote a merger of the two entities. Pursuant to the Council of Ministers’ Authorization, BBVA will be able to undertake a merger with Banco Sabadell only following the No-merger Period (as defined under “—Q. What are the terms of the Council of Ministers’ Authorization?” below), although a merger may be possible sooner if the Autonomy Condition (as defined in “The Exchange Offer—Antitrust Authorizations—Spanish Antitrust Authorization”) is declared void as a result of the Administrative Appeal (as defined under “—Q. What are the terms of the Council of Ministers’ Authorization?” below). For additional information on the Council of Ministers’ Authorization, see “The Exchange Offer—Antitrust Authorizations—Spanish Antitrust Authorization”.

BBVA believes that the acquisition of control of Banco Sabadell and Banco Sabadell becoming part of the BBVA Group following completion of the exchange offer creates value for the shareholders of both entities, even though compliance with the Council of Ministers’ Authorization will delay the full realization of the expected synergies until consummation of a merger with Banco Sabadell. In particular, BBVA believes that the acquisition of control of Banco Sabadell and Banco Sabadell becoming part of the BBVA Group will result in:

 

i.

the achievement of a larger scale in a highly competitive sector, resulting in higher efficiency. Scale is essential in the financial sector in order to be able to meet increasing fixed costs

 

3

associated with the investments in technology that will need to be made over the next few years in the face of changing client needs;

 

ii.

the creation of a group that reflects the financial results of both entities;

 

iii.

the consolidation of very complementary businesses, both in terms of geographical diversification and in terms of positioning in different client segments in Spain; and

 

iv.

a consolidated group with a level of solvency above 12% (common equity tier 1 (“CET1”)), resilience to external shocks and a lower vulnerability through economic cycles due to increased diversification.

Additionally, BBVA believes that completion of the exchange offer will have a positive impact on the clients and employees of both entities and society as a whole.

 

Q.	How is the exchange offer structured?

 

A.

BBVA is undertaking the exchange offer pursuant to the offering documents published (or that will be published) in Spain and made available (or that will be made available) to all shareholders of Banco Sabadell and this offer to exchange/prospectus, for legal reasons to comply with Spanish and U.S. regulatory requirements.

 

Q.	Can I tender my Banco Sabadell shares into the exchange offer?

 

A.	If you are a U.S. holder of Banco Sabadell shares, you can tender them into the exchange offer and you will receive BBVA shares in exchange for your Banco Sabadell shares as described in this offer to exchange/prospectus if the exchange offer is completed.

 

Q.	Has BBVA discussed the offer with Banco Sabadell’s board of directors?

 

A.	In evaluating the exchange offer, you should be aware that BBVA has not negotiated the price or terms of the exchange offer with Banco Sabadell and neither Banco Sabadell nor its board of directors has approved the exchange offer.

On April 17, 2024, the Chair of BBVA and the Chairman of Banco Sabadell had a meeting in which the Chair of BBVA informed the Chairman of Banco Sabadell of BBVA’s strategic and financial interest in resuming the merger discussions with Banco Sabadell (by reference to the merger transaction discussed between BBVA and Banco Sabadell in 2020 without reaching an agreement), with a view to creating a leading bank, with greater scale and competitive capacity. On April 30, 2024 due to a media report regarding the abovementioned discussions between the Chair of BBVA and the Chairman of Banco Sabadell, BBVA published an inside information notice confirming that the Chairman of Banco Sabadell had been informed of BBVA’s board of directors’ interest in initiating negotiations with Banco Sabadell to explore a potential merger of BBVA and Banco Sabadell. On that same day, BBVA made an indicative proposal in writing to Banco Sabadell relating to a corporate transaction, consisting of the proposed combination of the BBVA Group and the Banco Sabadell Group, through a merger between Banco Sabadell and BBVA (which was published as an inside information notice of BBVA on May 1, 2024 and registered with the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores, “CNMV”), with registry number 2232). On May 6, 2024, Banco Sabadell published an inside information notice registered with the CNMV, with registry number 2234, rejecting BBVA’s proposal.

See “Background of the Exchange Offer” in this offer to exchange/prospectus beginning on page 112 for more information.

 

Q.	Has Banco Sabadell or its board of directors made any recommendation regarding the exchange offer?

 

A.	As of the date of this offer to exchange/prospectus, Banco Sabadell’s board of directors has not formally made any recommendation to its shareholders in connection with the exchange offer. Under Spanish law,

 

4

within ten calendar days after the start of the acceptance period, the board of directors of Banco Sabadell is required to issue and publish a detailed and justified report on the exchange offer that must contain, among other items, its comments for and against the exchange offer, disclosure on any agreement that may exist between Banco Sabadell and BBVA or the directors or shareholders thereof, or between any of them and the board members of Banco Sabadell in relation to the exchange offer, the opinion of Banco Sabadell’s directors with respect to the exchange offer, their intention to tender (or not) the Banco Sabadell shares that they directly or indirectly hold into the exchange offer and the existence and nature of any conflict of interest. The report must also contain the potential consequences of the exchange offer on, and the strategic plans of BBVA with respect to, Banco Sabadell, its employees and the location of its activity centers disclosed by BBVA in the offering documents published in Spain. Further, under Rule 14e-2 of the Exchange Act, Banco Sabadell, no later than ten U.S. business days from the date the exchange offer is first published, sent or given, will need to disclose its position (or inability to take a position) with respect to the exchange offer. Banco Sabadell’s respective Chairman and Chief Executive Officer have publicly manifested their opposition to the exchange offer.

 

Q.	What will I receive if I tender my Banco Sabadell shares and the exchange offer is completed?

 

A.

If you tender, and do not withdraw, your Banco Sabadell shares into the exchange offer and the exchange offer is completed, you will receive one newly-issued BBVA share and €0.70 in cash for each 5.5483 Banco Sabadell shares tendered (adjusted, as the case may be, as described in this offer to exchange/prospectus). The treatment of fractional shares is described in the following question.

 

Q.	Will I receive fractional BBVA shares or a fraction of the exchange offer cash consideration?

 

A.

No fractional BBVA shares will be issued in connection with the exchange offer. Instead of any such fractional BBVA shares that a tendering holder of Banco Sabadell shares would otherwise be entitled to receive, BBVA will pay to the relevant tendering holder an amount in cash equal to the weighted average price per BBVA share during the 15 trading sessions prior to the expiration date (including the expiration date) multiplied by the fraction of a BBVA share that a tendering holder of Banco Sabadell shares would otherwise be entitled to receive in accordance with the exchange ratio of 5.5483 (adjusted, as the case may be, as described in this offer to exchange/prospectus). Such amount in cash will be rounded to the nearest euro cent and, in the event of a half of a euro cent, to the immediately higher euro cent. Under no circumstances will interest be paid on the cash to be received in lieu of any fractional shares.

With respect to the exchange offer cash consideration, tendering holders of Banco Sabadell shares that tender a number of Banco Sabadell shares that does not entitle them to receive at least one newly-issued BBVA share, or that entitles them to receive a whole number of newly-issued BBVA shares but have an excess number of Banco Sabadell shares that would entitle them to receive the above cash payment in lieu of a fractional BBVA share, will receive an amount in cash equal to €0.70 multiplied by the fraction of a BBVA share that they would otherwise be entitled to receive in accordance with the exchange ratio of 5.5483 (adjusted, as the case may be, as described in this offer to exchange/prospectus). Such amount in cash will be rounded to the nearest euro cent and, in the event of a half of a euro cent, to the immediately higher euro cent. Under no circumstances will interest be paid on the exchange offer cash consideration.

 

Q.	If Banco Sabadell pays any dividends before settlement of the exchange offer, will such dividend payment affect the consideration I will receive in exchange for my Banco Sabadell shares?

 

A.

If Banco Sabadell makes any distribution of dividends, reserves or any other type of distribution to its shareholders (regardless of whether it is an ordinary, extraordinary, interim or complementary distribution) prior to the settlement of the exchange offer or, if applicable, after the settlement of the exchange offer but before the settlement of a subsequent squeeze-out transaction, the share exchange offered as consideration in the exchange offer or in such subsequent squeeze-out transaction, or both, as applicable, will be adjusted

 

5

accordingly by an amount equal to the gross amount of the distribution per Banco Sabadell share. The adjustment will be made taking into account the weighted average price per BBVA share during the three-month period prior to the publication of BBVA’s announcement of its intention to make the exchange offer (that is, €10.24 per BBVA share) and the equivalent price per Banco Sabadell share resulting from the application of the original exchange ratio of 4.83 (that is, €2.12 per Banco Sabadell share), reduced by the amount of any distribution of dividends, reserves or any other type of distribution by Banco Sabadell to Banco Sabadell’s shareholders after the date of the publication of BBVA’s announcement of its intention to make the exchange offer but prior to the settlement of the exchange offer or, if applicable, after the settlement of the exchange offer but before the settlement of a subsequent squeeze-out transaction. Notwithstanding the foregoing, the consideration payable upon settlement of the exchange offer or settlement of a subsequent squeeze-out transaction, or both, as applicable, will not be adjusted for a distribution of dividends, reserves or any other type of distribution to shareholders with an ex-dividend date that occurs after the date of publication of the results of the exchange offer in the Official Quotation Bulletins. On October 1, 2024, Banco Sabadell paid a dividend of €0.08 per Banco Sabadell share and, as a result, the applicable exchange ratio was adjusted on the ex-dividend date of such dividend payment from the original exchange ratio of one newly-issued BBVA share for each 4.83 Banco Sabadell shares to one newly-issued BBVA share for each 5.0196 Banco Sabadell shares (which is the result of dividing €10.24 per BBVA share by €2.04 per ex-dividend Banco Sabadell share). On March 28, 2025, Banco Sabadell paid a dividend of €0.1244 per Banco Sabadell share and, as a result, the applicable exchange ratio was adjusted on the ex-dividend date of such dividend payment from the prior exchange ratio of one newly-issued BBVA share for each 5.0196 Banco Sabadell shares to one newly-issued BBVA share for each 5.3456 Banco Sabadell shares (which is the result of dividing €10.24 per BBVA share by €1.9156 per ex-dividend Banco Sabadell share). On August 29, 2025, Banco Sabadell paid a dividend of €0.07 per Banco Sabadell share and, as a result, the applicable exchange ratio was adjusted on the ex-dividend date of such dividend payment from the prior exchange ratio of one newly-issued BBVA share for each 5.3456 Banco Sabadell shares to one newly-issued BBVA share for each 5.5483 Banco Sabadell shares (which is the result of dividing €10.24 per BBVA share by €1.8456 per ex-dividend Banco Sabadell share). There may be further adjustments as a consequence of any further distribution of dividends, reserves or any other type of distribution, which have not been announced as of the date of this offer to exchange/prospectus, by Banco Sabadell to Banco Sabadell’s shareholders prior to the settlement of the exchange offer or, if applicable, after the settlement of the exchange offer but before the settlement of a subsequent squeeze-out transaction, and any such adjusted exchange ratio would be rounded to four decimals places, with 0.00005 being rounded up. There will be no adjustments to the share exchange offered as consideration in the exchange offer or in any subsequent squeeze-out transaction, or both, as applicable, as a result of the acquisition by Banco Sabadell of any Banco Sabadell shares pursuant to the Banco Sabadell Share Buy-Back Programs or any other share buy-back program.

Tendering holders of Banco Sabadell shares who become shareholders of BBVA pursuant to the exchange offer will no longer receive any dividends paid by Banco Sabadell that have an ex-dividend date that occurs after the date of publication of the results of the exchange offer in the Official Quotation Bulletins but will however receive any dividends paid by BBVA that have an ex-dividend date that occurs after the date of publication of the results of the exchange offer in the Official Quotation Bulletins.

 

Q.	If BBVA pays any dividends before settlement of the exchange offer, will such dividend payment affect the consideration I will receive in exchange for my Banco Sabadell shares?

 

A.

If BBVA makes any distribution of dividends, reserves or any other type of distribution to its shareholders (regardless of whether it is an ordinary, extraordinary, interim or complementary distribution) prior to the settlement of the exchange offer or, if applicable, after the settlement of the exchange offer but before the settlement of a subsequent squeeze-out transaction, the consideration payable upon settlement of the exchange offer or settlement of such subsequent squeeze-out transaction, or both, as applicable, will be adjusted upwards by including a cash payment for each Banco Sabadell share tendered pursuant to the

 

6

exchange offer or acquired in such subsequent squeeze-out transaction, or both, as applicable, equal to the gross amount of the relevant distribution per BBVA share divided by the exchange ratio of 5.5483 (adjusted, as the case may be, as described in this offer to exchange/prospectus). Notwithstanding the foregoing, the consideration payable upon settlement of the exchange offer or settlement of a subsequent squeeze-out transaction, or both, as applicable, will not be adjusted for a distribution of dividends, reserves or any other type of distribution to shareholders with an ex-dividend date that occurs after the date of publication of the results of the exchange offer in the Official Quotation Bulletins. On October 10, 2024, BBVA paid a dividend of €0.29 per BBVA share and, as a result, BBVA increased the exchange offer consideration on the ex-dividend date of such dividend payment to one newly-issued BBVA share and €0.29 in cash for each 5.0196 Banco Sabadell shares tendered and not withdrawn (the then-applicable exchange ratio). On April 10, 2025, BBVA paid a dividend of €0.41 per BBVA share and, as a result, BBVA increased the exchange offer consideration on the ex-dividend date of such dividend payment to one newly-issued BBVA share and €0.70 in cash for each 5.3456 Banco Sabadell shares tendered and not withdrawn. The purpose of the exchange offer cash consideration is to provide tendering holders of Banco Sabadell shares with an amount equivalent to the aggregate amount of all distributions of dividends, reserves or any other type of distributions made to shareholders of BBVA after the date of the publication of BBVA’s announcement of its intention to make the exchange offer but prior to the settlement of the exchange offer or, if applicable, after the settlement of the exchange offer but before the settlement of a subsequent squeeze-out transaction. As a result, tendering holders of Banco Sabadell shares will receive this equivalent amount once they become shareholders of BBVA. There will be no adjustments to the exchange offer cash consideration offered in the exchange offer or in any subsequent squeeze-out transaction, or both, as applicable, as a result of the acquisition by BBVA of any BBVA shares pursuant to any share buy-back program. BBVA does not intend to make any distribution of dividends, reserves or any other type of distribution to its shareholders (regardless of whether it is an ordinary, extraordinary, interim or complementary distribution) during the acceptance period.

 

Q.	If I tender my Banco Sabadell shares into the exchange offer, what upcoming dividends of Banco Sabadell and BBVA will I receive?

 

A.

If you tender, and do not withdraw, your Banco Sabadell shares into the exchange offer and the exchange offer is completed, you will receive BBVA shares in exchange for your Banco Sabadell shares as described in this offer to exchange/prospectus. As a holder of BBVA shares you will be entitled to receive any dividends paid to BBVA shareholders following the settlement of the exchange offer. BBVA’s current shareholder remuneration policy involves distributing between 40% and 50% of its consolidated net attributable profit annually, combining cash dividends and share buy-backs. BBVA is committed to distributing capital in excess of what is required to maintain a 12% CET1 ratio (subject to any restrictions imposed by, and the approval of, relevant supervisory bodies and BBVA’s corporate bodies, as applicable).

If you tender, and do not withdraw, your Banco Sabadell shares into the exchange offer and the exchange offer is completed, you will no longer receive any dividends paid by Banco Sabadell that have an ex-dividend date that occurs after the date of publication of the results of the exchange offer in the Official Quotation Bulletins.

BBVA intends to review Banco Sabadell’s shareholder remuneration policy following completion of the exchange offer. BBVA does not have any specific plans with respect to Banco Sabadell’s shareholder remuneration policy, which will be determined by BBVA only after its review of such remuneration policy.

 

Q.	How do I tender my Banco Sabadell shares in the exchange offer?

 

A.

Holders of Banco Sabadell shares who wish to tender their Banco Sabadell shares into the exchange offer must (i) submit their declaration of acceptance in writing to the Spanish clearing system (Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (“Iberclear”)) participant where their Banco Sabadell shares are deposited, either in person, by electronic means or by any

 

7

other means permitted by such Iberclear participant, or (ii) submit their declaration of acceptance to BBVA, as agent bank, either in person at any BBVA office or by electronic means, provided that such holder’s Banco Sabadell shares are deposited directly with an Iberclear participant (e.g., this option (ii) is not available to holders of Banco Sabadell shares that hold their Banco Sabadell shares through foreign entities that are not Iberclear participants). Before submitting a declaration of acceptance, holders of Banco Sabadell shares are urged to read this offer to exchange/prospectus in its entirety.

 

Q.	Will I have to pay any fees or commissions for tendering my Banco Sabadell shares?

 

A.

Holders of Banco Sabadell shares who tender their Banco Sabadell shares through BBVA will not bear the brokerage expenses resulting from the participation of a member entity of the Spanish Stock Exchanges, nor Iberclear’s settlement fees, nor, if applicable, fees resulting from contracting with the Spanish Stock Exchanges, which will be paid in full by BBVA.

If a member entity of the Spanish Stock Exchanges or an Iberclear participant (other than BBVA) intervenes on behalf of a holder of Banco Sabadell shares who tenders its Banco Sabadell shares into the exchange offer, all brokerage and other costs, including Iberclear’s settlement fees and fees resulting from contracting with the Spanish Stock Exchanges, must be borne by such tendering holder.

The expenses incurred by BBVA in the acquisition of the Banco Sabadell shares and their respective settlement, including any expenses derived from the payment of any fractional shares, will be borne by BBVA.

BBVA will assume any fees charged by Iberclear participants’ depositary entities for the processing of declarations of acceptance and the settlement of the exchange offer to holders who submit their declarations of acceptance through BBVA, as agent bank. BBVA will not be responsible for (i) any fees or expenses that such entities may charge to holders of Banco Sabadell shares who submit their declarations of acceptance exclusively through the Iberclear participant where such holder’s Banco Sabadell shares are deposited, (ii) any fees that such entities may charge to holders of Banco Sabadell shares for the administration or custody of securities and/or the maintenance of securities balances, or (iii) any fees or expenses that such entities may impose on holders of Banco Sabadell shares after the date of this offer to exchange/prospectus.

 

Q.	How much time do I have to decide whether to tender?

 

A.	If you hold Banco Sabadell shares and would like to tender them into the exchange offer, you should follow the procedures described under “The Exchange Offer—Procedure for Tendering” in this offer to exchange/prospectus beginning on page 138.

 

Q.	When does the exchange offer expire?

 

A.	The exchange offer will expire at 5:59:59 p.m. Eastern time (11:59:59 p.m. Central European time) on the expiration date. The expiration date is currently October 7, 2025, but this date will change if the exchange offer is extended.

 

Q.	Can the exchange offer be extended?

 

A.

Yes. BBVA may extend the period of time in which the exchange offer is open one or more times in accordance with the provisions of article 23 of the Royal Decree 1066/2007 (the “Spanish Takeover Regulation”), provided that such extension complies with U.S. securities laws, and, provided further that the acceptance period does not exceed 70 calendar days and that any extension is communicated in advance to the CNMV. The extension of the acceptance period, if any, must be announced at least three calendar days before the then-scheduled expiration date of the acceptance period, indicating the circumstances that motivate such extension. If BBVA extends the period of time during which the exchange offer is open, the exchange offer will expire at the latest time and date to which BBVA extends the exchange offer. The

 

8

CNMV may also extend the exchange offer acceptance period at its own discretion under the circumstances set forth in the Spanish Takeover Regulation, including (i) following a supplement to the offering documents published (or that will be published) in Spain when the CNMV considers that the materiality of the information disclosed in such supplement makes the extension of the exchange offer appropriate; or (ii) in other cases where the CNMV deems such extension necessary, through a justified resolution and to the extent legally possible.

 

Q.	Can I withdraw any Banco Sabadell shares that I have tendered?

 

A.

Holders of Banco Sabadell shares may withdraw their declarations of acceptance at any time prior to the last day of the acceptance period by submitting their declaration of withdrawal in writing to (i) the Iberclear participant where their Banco Sabadell shares are deposited, either in person, by electronic means or by any other means permitted by such Iberclear participant or (ii) BBVA as market participant and in its condition as agent bank, if they have submitted their declarations of acceptance to BBVA acting in such capacity. Pursuant to article 34 of the Spanish Takeover Regulation, any declaration of withdrawal subject to a condition will be null and void.

 

Q.	When is the exchange offer expected to be completed?

 

A.

Completion of the exchange offer will take place on the settlement date, provided that each of the conditions set forth in “The Exchange Offer—Conditions to Completion of the Exchange Offer” has been satisfied or waived as of the end of the acceptance period. See “The Exchange Offer—Extension, Termination and Amendment”.

 

Q.	Has the exchange offer been subject to the ECB non-opposition?

 

A.

Pursuant to the provisions of Law 10/2014, of June 26, on the regulation, supervision and solvency of credit institutions (Ley 10/2014, de 26 de junio, de ordenación, supervisión y solvencia de entidades de crédito, the “Regulation, Supervision and Solvency of Credit Institutions Law”), and Royal Decree 84/2015, of February 13, implementing the Regulation, Supervision and Solvency of Credit Institutions Law, the acquisition by BBVA of control of Banco Sabadell resulting from the exchange offer was subject to the duty of prior notification to the Bank of Spain and to the obtainment of the non-opposition by the ECB. The ECB’s non-opposition was obtained on September 5, 2024.

 

Q.	What are the conditions to the exchange offer?

 

A.	In accordance with the provisions of articles 13 and 26 of the Spanish Takeover Regulation, completion of the exchange offer is subject to the fulfillment of the following conditions:

 

i.

In accordance with the provisions of article 13.2.b) of the Spanish Takeover Regulation, the acceptance of the exchange offer by a number of shares of Banco Sabadell that permits BBVA to acquire at least more than half of the voting rights of the Banco Sabadell shares at the end of the acceptance period (excluding any treasury shares held by Banco Sabadell as of that time) (such condition, the “Minimum Acceptance Condition”).

 

ii.

In accordance with the provisions of article 13.2.d) of the Spanish Takeover Regulation, the approval by BBVA’s general shareholders’ meeting of the increase of its share capital through the issue of new BBVA shares with non-cash contributions in an amount which is sufficient to fully cover the share consideration offered to the shareholders of Banco Sabadell pursuant to the exchange offer. This condition was satisfied on July 5, 2024.

 

iii.

In accordance with the provisions of article 26.1 of the Spanish Takeover Regulation, the express or tacit authorization of the economic concentration resulting from completion of the exchange

 

9

offer by the Spanish antitrust authorities (the “CNMC”). On April 30, 2025, the CNMC issued a resolution authorizing the economic concentration resulting from completion of the exchange offer subject to the CNMC Commitments (as defined in “The Exchange Offer—Antitrust Authorizations—Spanish Antitrust Authorization”). On June 24, 2025, the Spanish Council of Ministers authorized the economic concentration resulting from completion of the exchange offer pursuant to the Council of Ministers’ Authorization. On June 30, 2025, BBVA publicly announced its decision not to withdraw the exchange offer as a result of the Council of Ministers’ Authorization. As a result, this condition is considered satisfied.

 

iv.

In accordance with the provisions of article 13.2.d) of the Spanish Takeover Regulation, the authorization of the indirect acquisition of control of Banco Sabadell’s banking subsidiary in the United Kingdom, TSB Bank PLC (“TSB”), by the Prudential Regulation Authority (“PRA”). The PRA authorized the indirect acquisition of control of Banco Sabadell’s banking subsidiary in the United Kingdom, TSB, on September 2, 2024.

For the exchange offer to be completed, each of these conditions must be satisfied or waived as of the end of the acceptance period. See “The Exchange Offer—Extension, Termination and Amendment”.

As of the date of this offer to exchange/prospectus, the Minimum Acceptance Condition is the only condition pending satisfaction or waiver. As a result, if the number of Banco Sabadell shares that permits BBVA to acquire at least more than half of the voting rights of the Banco Sabadell shares at the end of the acceptance period (excluding any treasury shares held by Banco Sabadell as of that time) do not accept the exchange offer before the end of the acceptance period, and BBVA does not waive the Minimum Acceptance Condition, the exchange offer will not be completed.

As of the date of this offer to exchange/prospectus, BBVA does not intend to waive the Minimum Acceptance Condition. Any decision to waive the Minimum Acceptance Condition would be based on, among other factors, the number of Banco Sabadell shares tendered in the exchange offer and not withdrawn, the price per Banco Sabadell share that BBVA would be required to offer in any subsequent Mandatory Tender Offer (as defined under “— Q. What is the main consequence of any decision by BBVA to waive the Minimum Acceptance Condition?” below), business developments, macroeconomic developments and conditions, and prevailing market conditions. BBVA has undertaken not to waive the Minimum Acceptance Condition if the number of Banco Sabadell shares tendered and not withdrawn in the exchange offer would not permit BBVA to acquire at least 30% of the voting rights of the Banco Sabadell shares (excluding any treasury shares held by Banco Sabadell as of that time). The consequences of a potential waiver of the Minimum Acceptance Condition are treated in the following questions.

 

Q.	What is the main consequence of any decision by BBVA to waive the Minimum Acceptance Condition?

 

A.

If the number of Banco Sabadell shares that permits BBVA to acquire at least more than half of the voting rights of the Banco Sabadell shares at the end of the acceptance period (excluding any treasury shares held by Banco Sabadell as of that time) do not accept the exchange offer before the end of the acceptance period, and BBVA waives the Minimum Acceptance Condition and therefore the exchange offer is completed, BBVA will hold less than a majority (but at least a 30%) interest in Banco Sabadell following completion of the exchange offer.

If BBVA holds less than a majority (but at least a 30%) interest in Banco Sabadell following completion of the exchange offer as a result of a waiver of the Minimum Acceptance Condition, pursuant to the Spanish Takeover Regulation, BBVA will be required within one month following completion of the exchange offer to request CNMV authorization to launch a mandatory tender offer for any untendered Banco Sabadell shares (a “Mandatory Tender Offer”). Pursuant to the Spanish Takeover Regulation, a Mandatory Tender Offer would need to be made at an “equitable price” in cash in accordance with article 9.2.e) of the Spanish Takeover Regulation. Pursuant to the Spanish Takeover Regulation, as an alternative to cash consideration,

 

10

BBVA may (but it is not obligated to) also offer shares, or a combination of cash and shares, pursuant to a Mandatory Tender Offer, at the election of any tendering Banco Sabadell shareholders (so that such tendering Banco Sabadell shareholders could elect to receive the cash consideration or the alternative consideration of shares or a combination of cash and shares). Funding requirements for the Mandatory Tender Offer could vary significantly depending on the number of Banco Sabadell shares tendered and not withdrawn in the exchange offer and the number of Banco Sabadell shares tendered and not withdrawn in the Mandatory Tender Offer. BBVA would finance any Mandatory Tender Offer using its existing resources.

See also the next two questions.

 

Q.	Will BBVA have control of Banco Sabadell immediately following completion of the exchange offer?

 

A.

If the Minimum Acceptance Condition is satisfied and the exchange offer is completed, BBVA will control Banco Sabadell immediately following completion of the exchange offer. However, if the Minimum Acceptance Condition were waived and the exchange offer were completed, whether BBVA controls Banco Sabadell following completion of the exchange offer would depend on the number of Banco Sabadell shares tendered and not withdrawn in the exchange offer and other facts and circumstances existing at such time, including, among other things, participation levels in Banco Sabadell’s general shareholders’ meetings and changes in Banco Sabadell’s shareholder base.

Based on Banco Sabadell’s shareholding structure as of the date of this offer to exchange/prospectus and taking into account the historical average percentage of Banco Sabadell shares represented at Banco Sabadell’s general shareholders’ meetings over the past 10 years, BBVA believes it might be possible to nominate and have approved the majority of the board of directors of Banco Sabadell, and thereby control Banco Sabadell, with less than 50% of Banco Sabadell’s voting rights. If this were the case, BBVA would control Banco Sabadell in, effectively, the same way as it would with greater than 50% of Banco Sabadell’s voting rights. However, there is no assurance that BBVA will be able to nominate and have approved the majority of the board of directors of Banco Sabadell if the exchange offer is completed following the waiver of the Minimum Acceptance Condition. Additionally, even if control can be established initially with less than 50% of Banco Sabadell’s voting rights, changes in participation in general shareholders’ meetings and changes in Banco Sabadell’s shareholder base could eventually preclude BBVA from controlling Banco Sabadell with less than 50% of Banco Sabadell’s voting rights. If BBVA does not hold at least 50% of Banco Sabadell’s voting rights, then, theoretically, another Banco Sabadell shareholder or a group of shareholders acting in concert could acquire over time more voting rights than BBVA and thereby deprive BBVA of control of Banco Sabadell, although a shareholder or group of shareholders seeking to acquire such a significant stake in Banco Sabadell would face significant hurdles (including requirements to obtain authorizations from the CNMV, the CNMC and the ECB, to launch a mandatory tender offer and to obtain other regulatory and antitrust approvals). As a result of the foregoing, controlling Banco Sabadell with less than 50% of Banco Sabadell’s voting rights is different from controlling Banco Sabadell with more than 50% of Banco Sabadell’s voting rights. BBVA can provide no assurance that it would be able to control Banco Sabadell with less than 50% of Banco Sabadell’s voting rights.

 

Q.	What happens if BBVA does not control Banco Sabadell immediately following completion of the exchange offer?

 

A.

If BBVA does not control Banco Sabadell immediately following completion of the exchange offer, it is possible that BBVA will subsequently obtain control of Banco Sabadell as a result of a Mandatory Tender Offer. In addition, following a Mandatory Tender Offer, BBVA will be permitted under Spanish law to acquire any untendered Banco Sabadell shares in the open market or otherwise in an unlimited amount and without giving rise to any obligation to make a further tender offer for any Banco Sabadell shares. BBVA is undertaking the exchange offer in order to acquire control of Banco Sabadell. If BBVA does not obtain control of Banco Sabadell following completion of the exchange offer and a Mandatory Tender Offer,

 

11

BBVA may (but it is not obligated to) acquire additional Banco Sabadell shares, in the open market or otherwise, to eventually obtain control of Banco Sabadell. The execution, timing and manner of any such additional acquisitions will depend on many factors, including business developments, macroeconomic developments and conditions, and prevailing market conditions.

Until BBVA controls Banco Sabadell:

 

•

BBVA may not be able to carry out any of its strategic plans with respect to Banco Sabadell;

 

•

BBVA may not realize any of the synergies it expects to realize following completion of the exchange offer; and

 

•

BBVA will not be able to consolidate the financial position and results of operations of Banco Sabadell within its consolidated financial statements. Rather, BBVA will include the financial position and results of operations of Banco Sabadell in accordance with the relevant accounting criteria based on the percentage interest held by BBVA in Banco Sabadell, pursuant to the equity method of accounting.

 

Q.	When may BBVA decide to waive the Minimum Acceptance Condition?

 

A.

If the Minimum Acceptance Condition has not been satisfied as of the end of the acceptance period, pursuant to the Spanish Takeover Regulation, BBVA may waive the Minimum Acceptance Condition after the expiration date of the exchange offer (following receipt by BBVA of the CNMV Notification informing BBVA of the number of Banco Sabadell shares tendered in the exchange offer and not withdrawn). In this case, pursuant to the Spanish Takeover Regulation, the acceptance period would not be reopened, nor would withdrawal rights be provided to holders who have tendered their Banco Sabadell shares into the exchange offer. Pursuant to the Spanish Takeover Regulation and in accordance with no-action relief granted to BBVA by the SEC, BBVA may waive the Minimum Acceptance Condition through the first Spanish stock exchange business day following the day it receives a notification from the CNMV as to the final number of Banco Sabadell shares tendered in the exchange offer (which notification would be received within five Spanish stock exchange business days following the end of the acceptance period). See “The Exchange Offer—Relief Requested from the SEC—Tender Offer Rules Exemptive and No-Action Relief”.

As a result of the foregoing, holders of Banco Sabadell shares will not know whether BBVA will waive the Minimum Acceptance Condition at the time of deciding whether or not to tender their Banco Sabadell shares into the exchange offer. In addition, as described elsewhere in this offer to exchange/prospectus, holders of Banco Sabadell shares may withdraw their declarations of acceptance only prior to the last day of the acceptance period. Consequently, holders of Banco Sabadell shares who have tendered their Banco Sabadell shares into the exchange offer will not have an opportunity to withdraw their declarations of acceptance following any waiver of the Minimum Acceptance Condition.

Because BBVA would be permitted to waive the Minimum Acceptance Condition when U.S. holders of Banco Sabadell shares no longer have the withdrawal rights required under U.S. law in the absence of the no-action relief granted by the SEC, U.S. holders of Banco Sabadell shares are cautioned to consider not tendering their Banco Sabadell shares into the exchange offer if their willingness to tender their Banco Sabadell shares would be affected by such a waiver by BBVA of the Minimum Acceptance Condition.

For additional information regarding any decision by BBVA to waive the Minimum Acceptance Condition, see “The Exchange Offer—Conditions to Completion of the Exchange Offer—Potential Waiver by BBVA of the Minimum Acceptance Condition”.

 

Q.	Has BBVA obtained the authorization of the economic concentration resulting from completion of the exchange offer from the CNMC?

 

A.

On April 30, 2025, the CNMC issued a resolution authorizing the economic concentration resulting from completion of the exchange offer subject to the CNMC Commitments. In accordance with the Spanish Competition Law, the CNMC’s resolution was communicated to the Spanish Minister of Economy, Trade and

 

12

Business, who decided on May 27, 2025 to refer the CNMC’s resolution to the Spanish Council of Ministers for review on the basis of general public interest. On June 24, 2025, the Spanish Council of Ministers authorized the economic concentration resulting from completion of the exchange offer pursuant to the Council of Ministers’ Authorization. On June 30, 2025, BBVA publicly announced its decision not to withdraw the exchange offer as a result of the Council of Ministers’ Authorization. As a result, the condition requiring the obtainment of the authorization of the economic concentration resulting from completion of the exchange offer by the CNMC is considered satisfied.

 

Q.	What are the terms of the Council of Ministers’ Authorization?

 

A.

On June 24, 2025, the Spanish Council of Ministers issued the Council of Ministers’ Authorization. The Council of Ministers’ Authorization authorized the economic concentration resulting from completion of the exchange offer subject to the Autonomy Condition for a period of three years, beginning on June 24, 2025, extendable for an additional two years (the “No-merger Period”), which, among other matters, requires that, during the No-merger Period, BBVA and Banco Sabadell maintain separate legal personality and shareholders’ equity and that BBVA and Banco Sabadell preserve their respective autonomy in the management of their operations. The Council of Ministers’ Authorization also requires compliance with the CNMC Commitments and establishes certain reporting obligations to the Autonomy Condition’s supervisory body, the SEEAE (as defined herein).

In compliance with the Autonomy Condition, during the No-merger Period, BBVA and Banco Sabadell will need to adopt their respective management decisions considering the maximization of their respective values as independent entities.

On July 15, 2025, BBVA filed an administrative appeal before Spain’s Supreme Court, challenging the legality of the Autonomy Condition in the Council of Ministers’ Authorization (the “Administrative Appeal”). As of the date of this offer to exchange/prospectus, the Administrative Appeal is pending. If the Autonomy Condition is declared void as a result of the Administrative Appeal, BBVA may be able to consummate a merger with Banco Sabadell sooner than would otherwise be permitted pursuant to the Council of Ministers’ Authorization. There is no guarantee that BBVA will prevail in the Administrative Appeal. BBVA expects the Administrative Appeal to be resolved in a period of between 18 months and two years.

For additional information on the Council of Ministers’ Authorization, see “The Exchange Offer—Antitrust Authorizations—Spanish Antitrust Authorization”.

 

Q.	What happens if Banco Sabadell sells TSB?

 

A.

On July 1, 2025, Banco Sabadell published the TSB Sale Inside Information Notice (as defined herein), informing that it had received a binding offer for the consummation of the TSB Sale (as defined herein), and announcing its decision to call an extraordinary general shareholders’ meeting to approve the TSB Sale and the payment of the TSB Sale Dividend (as defined herein). According to the TSB Sale Inside Information Notice, the TSB Sale is subject to the satisfaction of certain conditions precedent, including the authorization of the TSB Sale by Banco Sabadell’s extraordinary general shareholders’ meeting. On August 6, 2025, extraordinary general shareholders’ meetings of Banco Sabadell (i) authorized the TSB Sale and (ii) approved the payment of the TSB Sale Dividend, respectively. Closing of the TSB Sale is expected to occur in the first quarter of 2026. For additional information on the TSB Sale, see “The Exchange Offer—TSB Sale”.

On August 11, 2025, BBVA publicly announced its decision not to withdraw the exchange offer as a result of the authorization of the TSB Sale and the approval of the payment of the TSB Sale Dividend by Banco Sabadell’s respective extraordinary general shareholders’ meetings. Accordingly, if all offer conditions are satisfied as of the end of the acceptance period, BBVA will be required to proceed with completion of the exchange offer despite the proposed TSB Sale.

 

13

The exchange ratio for the exchange offer will be adjusted as a result of the payment of the TSB Sale Dividend only if the TSB Sale Dividend has an ex-dividend date occurring prior to the date of publication of the results of the exchange offer in the Official Quotation Bulletins. Given that, according to the TSB Sale Inside Information Notice, the closing of the TSB Sale is expected to occur in the first quarter of 2026 (therefore, after the expected end of the acceptance period) and the payment of the TSB Sale Dividend is conditional upon closing of the TSB Sale, the exchange ratio is not expected to be adjusted as a result of the payment of the TSB Sale Dividend.

For additional information on the potential consequences of the TSB Sale, see “Risk Factors—Risks Relating to the Exchange Offer—If the exchange offer is completed and the TSB Sale is consummated, TSB will, following consummation of the TSB Sale, no longer be part of the BBVA Group. Additionally, the exchange ratio for the exchange offer would be adjusted as a result of the payment of the TSB Sale Dividend only if the ex-dividend date occurs prior to the date of publication of the results of the exchange offer in the Official Quotation Bulletins. Given that, according to the TSB Sale Inside Information Notice, the closing of the TSB Sale is expected to occur in the first quarter of 2026, the exchange ratio is not expected to be adjusted as a result of the payment of the TSB Sale Dividend”.

 

Q.	Do I need to do anything if I want to retain my Banco Sabadell shares?

 

A.	No. If you want to retain your Banco Sabadell shares, you do not need to take any action.

 

Q.	Do I need to vote at any meeting to approve the exchange offer?

 

A.	Your vote is not required in connection with the exchange offer. You simply need to tender your Banco Sabadell shares during the acceptance period, if you choose to do so.

 

Q.	Will tendered shares be subject to proration?

 

A.	No. Subject to the terms and conditions of the exchange offer, BBVA will acquire any and all Banco Sabadell shares validly tendered into, and not withdrawn from, the exchange offer.

 

Q.	If I do not participate in the exchange offer, will my Banco Sabadell shares continue to be listed on the Spanish Stock Exchanges? Can BBVA squeeze-out the holders of Banco Sabadell shares that do not tender into the exchange offer?

 

A.

The exchange offer is not a delisting offer so if you do not participate in the exchange offer and the exchange offer is completed, you will continue to hold your Banco Sabadell shares and your Banco Sabadell shares will continue to be listed. However, if the requirements set forth in articles 116 of the Law 6/2023, of March 17, on the Securities Markets and Investment Services, as amended (Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión, the “Spanish Securities Market Law”), and 47 of the Spanish Takeover Regulation are met, which would require that (i) the exchange offer be accepted by holders of Banco Sabadell shares representing at least 90% of the Banco Sabadell shares subject to the exchange offer; and (ii) following completion of the exchange offer, BBVA holds a number of Banco Sabadell shares representing at least 90% of the voting rights in Banco Sabadell’s share capital (excluding, in each case, any treasury shares held by Banco Sabadell), BBVA will exercise its right to demand the squeeze-out of the remaining Banco Sabadell shares at the same consideration (including the share consideration and the exchange offer cash consideration) as offered pursuant to the exchange offer (adjusted, as the case may be, as described in this offer to exchange/prospectus). To this effect, within the three Spanish stock exchange business days following the publication of the results of the exchange offer on the website of the CNMV, BBVA will communicate to the CNMV and publicly announce whether or not the requirements to execute a squeeze-out transaction have been met. In that announcement, or within the two following Spanish stock exchange business days, BBVA will announce the date of the squeeze-out

 

14

transaction. In accordance with article 48.4 of the Spanish Takeover Regulation, such date will be fixed between the 15th and the 20th Spanish business day following the date of such announcement. Such decision will be irrevocable. Upon settlement of such squeeze-out transaction, the Banco Sabadell shares will be automatically delisted from the Spanish Stock Exchanges.

 

Q.	Will there be a merger between BBVA and Banco Sabadell?

 

A.

The Council of Ministers’ Authorization requires BBVA to comply with the Autonomy Condition during the No-merger Period, which, among other matters, requires that, during the No-merger Period, BBVA and Banco Sabadell maintain separate legal personality and shareholders’ equity. As a result, there will not be a merger between BBVA and Banco Sabadell until, at least, following the No-merger Period, although a merger may be possible sooner if the Autonomy Condition is declared void as a result of the Administrative Appeal.

Notwithstanding the foregoing, following the No-merger Period, subject to market conditions or other circumstances making it impractical, inadvisable or impossible to carry out such merger process, BBVA intends to promote a merger by absorption of Banco Sabadell by BBVA. Such market conditions or other circumstances may include, for example, changes in any relevant laws or regulations that could impact the merger, a significant deterioration in market or economic conditions, the evolution of Banco Sabadell’s business or the identification of any contingencies or operating or other matters relating to Banco Sabadell that are not disclosed in publicly-available information relating to Banco Sabadell that become known to BBVA following acquisition of control of Banco Sabadell. See “Risk Factors—Risk Relating to the Exchange Offer—Since BBVA did not have access to non-public information regarding Banco Sabadell, BBVA’s ability to accurately anticipate all losses, costs and other liabilities that may be incurred in connection with the exchange offer is necessarily limited. Additionally, any errors or omissions in the information publicly available to BBVA relating to Banco Sabadell may have affected BBVA’s analysis, estimations and determinations with respect to the exchange offer”.

BBVA estimates that such merger would be consummated in a period of between six to eight months from the adoption of the necessary corporate resolutions by both entities. Such merger would occur only following the No-merger Period, although a merger may be possible sooner if the Autonomy Condition is declared void as a result of the Administrative Appeal. Any such merger would need BBVA’s and Banco Sabadell’s respective boards of directors to formulate a joint merger plan, which would need to be approved by BBVA’s and Banco Sabadell’s respective shareholders. Pursuant to the provisions of the Regulation, Supervision and Solvency of Credit Institutions Law, such merger will require the prior authorization of the Spanish Minister of Economy, Trade and Business. Such authorization with respect to the merger from the Spanish Minister of Economy, Trade and Business is separate and distinct from the Council of Ministers’ Authorization.

On July 15, 2025, BBVA filed an administrative appeal before Spain’s Supreme Court, challenging the legality of the Autonomy Condition in the Council of Ministers’ Authorization (the Administrative Appeal). As of the date of this offer to exchange/prospectus, the Administrative Appeal is pending. If the Autonomy Condition is declared void as a result of the Administrative Appeal, BBVA may be able to consummate a merger with Banco Sabadell sooner than would otherwise be permitted pursuant to the Council of Ministers’ Authorization. There is no guarantee that BBVA will prevail in the Administrative Appeal. BBVA expects the Administrative Appeal to be resolved in a period of between 18 months and two years.

 

Q.	Will the BBVA shares to be delivered to the holders of the Banco Sabadell shares who tender their Banco Sabadell shares into the exchange offer be publicly listed on the Spanish Stock Exchanges?

 

A.

Yes. BBVA will request the admission to trading of the newly-issued BBVA shares that the holders of the Banco Sabadell shares who tender, and do not withdraw, their Banco Sabadell shares into the exchange offer will receive in exchange for their Banco Sabadell shares if the exchange offer is completed, within two Spanish stock exchange business days from the registration of such BBVA shares in the registries of Iberclear. Such admission to trading is expected to take place as soon as possible thereafter.

 

15

Q.	Will I have appraisal rights in connection with the exchange offer?

 

A.	No. There are no appraisal or similar rights available to holders of Banco Sabadell shares in connection with the exchange offer.

 

Q.	How and where will the outcome of the exchange offer be announced?

 

A.

In accordance with the provisions of article 36 of the Spanish Takeover Regulation, upon expiration of the acceptance period, and within a maximum period of seven Spanish stock exchange business days from that date, the governing bodies of the Spanish Stock Exchanges will publish the result of the exchange offer in the Official Quotation Bulletins, upon the terms and on the trading session expressly indicated by the CNMV.

 

Q.	What are the tax consequences if I participate in the exchange offer?

 

A.

For information on certain material Spanish and U.S. tax consequences of the exchange offer, see “The Exchange Offer—Spanish Tax Consequences for U.S. Shareholders” and “The Exchange Offer—Material U.S. Federal Income Tax Considerations for U.S. Holders” in this offer to exchange/prospectus beginning on pages 144 and 148, respectively. You should consult your tax advisor on the tax consequences to you of tendering your Banco Sabadell shares in the exchange offer.

 

Q.	Is BBVA’s financial condition relevant to my decision to tender my Banco Sabadell shares into the exchange offer?

 

A.

Yes. If the exchange offer is completed, you will receive BBVA shares as consideration in the exchange offer as described in this offer to exchange/prospectus. Consequently, you should consider BBVA’s financial condition before you decide to become one of BBVA’s shareholders through the exchange offer. The BBVA Group had consolidated assets of €776,974 million and €772,402 million as of June 30, 2025 and December 31, 2024, respectively, and net attributable profit/(loss) of €5,447 million and €10,054 million for the six months ended June 30, 2025 and for the year ended December 31, 2024, respectively. In considering BBVA’s financial condition, you should also review the documents incorporated by reference in this offer to exchange/prospectus because they contain detailed business, financial and other information about BBVA.

 

Q.	If BBVA acquires all of the Banco Sabadell shares in the exchange offer, what percentage of BBVA shares will former holders of Banco Sabadell shares own after completion of the exchange offer?

 

A.

BBVA estimates that if all Banco Sabadell shares are validly tendered and exchanged pursuant to the terms of the exchange offer, immediately after completion of the exchange offer: (i) the former holders of Banco Sabadell shares will own approximately 13.6% of the share capital and voting rights of BBVA (7.3% and 4.5% in the 50% Acceptance Scenario and the 30% Acceptance Scenario (each as defined herein), respectively); and (ii) the current holders of BBVA shares will hold approximately 86.4% of the share capital and voting rights of BBVA (92.7% and 95.5% in the 50% Acceptance Scenario and the 30% Acceptance Scenario, respectively).

 

Q.	If my Banco Sabadell shares are acquired in the exchange offer, how will my rights as a Banco Sabadell shareholder change?

 

A.

If your Banco Sabadell shares are acquired in the exchange offer, you will become a holder of BBVA shares as described in this offer to exchange/prospectus. The rights of a holder of BBVA shares will be governed by BBVA’s bylaws, its general shareholders’ meeting’s regulations and the Spanish corporation law (Texto Refundido de la Ley de Sociedades de Capital aprobado por el Real Decreto Legislativo 1/2010), as

 

16

amended (the “Spanish Corporation Law”). For a summary of the material differences between the rights of holders of BBVA shares compared to the rights of holders of Banco Sabadell shares, see “Comparison of Rights of Holders of BBVA Shares and Banco Sabadell Shares” in this offer to exchange/prospectus beginning on page 186.

 

Q.	When will I receive my BBVA shares?

 

A.

Under Spanish law, a number of procedural steps must be taken after the exchange offer is completed and before BBVA shares can be delivered. If the exchange offer is completed, BBVA expects that you will receive the BBVA shares you are entitled to receive pursuant to the exchange offer no later than the 15th Spanish stock exchange business day following the expiration date, in accordance with customary Spanish market practice. It is expected that the payment of cash in lieu of fractional BBVA shares and the exchange offer cash consideration will be made on the same date as the delivery of the BBVA shares.

 

Q.	What if the exchange offer is not completed?

 

A.	If the exchange offer is not completed you will continue to be the holder of your Banco Sabadell shares.

 

Q.	Can I tender less than all the Banco Sabadell shares that I own into the exchange offer?

 

A.	Yes. You may elect to tender all or a portion of the Banco Sabadell shares that you own into the exchange offer.

 

Q.	Where can I find out more information about BBVA?

 

A.	You can find out information about BBVA from the sources described under “Where You Can Find More Information” in this offer to exchange/prospectus.

 

Q.	Who can I call with questions?

 

A.

If you have more questions about the exchange offer, you should contact Sodali & Co. at the following address, telephone number or email: 430 Park Avenue, 14th Floor, New York, New York, 10022, United States of America; (800) 206-5881 (in North America) or +1 (289) 695-3095 (outside of North America); BBVA@info.sodali.com.

 

17

WHERE YOU CAN FIND MORE INFORMATION

BBVA files annual reports on Form 20-F with, and furnishes other reports and information on Form 6-K to, the SEC. The SEC maintains an Internet site at http://www.sec.gov that contains in electronic form the reports and other information that BBVA has electronically filed with, or furnished to, the SEC. BBVA maintains a website at https://shareholdersandinvestors.bbva.com.

You may obtain a copy of BBVA’s reports at no cost to you from the SEC at the SEC’s website (http://www.sec.gov) or, with respect to reports incorporated by reference in this document, by writing or calling Sodali & Co. at the following address, telephone number or email:

Sodali & Co.

430 Park Avenue, 14^th Floor

New York, New York, 10022

United States of America

Telephone: (800) 206-5881 (in North America) or +1 (289) 695-3095 (outside of North America)

Email: BBVA@info.sodali.com

BBVA has filed with the SEC a registration statement on Form F-4 (the “Registration Statement”) to register under the Securities Act of 1933, as amended (the “Securities Act”), the offer and sale of BBVA shares pursuant to the U.S. tranche of the exchange offer. This offer to exchange/prospectus forms a part of that Registration Statement.

DOCUMENTS INCORPORATED BY REFERENCE ARE ALSO AVAILABLE FROM BBVA WITHOUT CHARGE UPON REQUEST TO SODALI & CO. IN ORDER TO ENSURE TIMELY DELIVERY OF ANY OF THESE DOCUMENTS, ANY REQUEST SHOULD BE SUBMITTED NO LATER THAN FIVE U.S. BUSINESS DAYS PRIOR TO THE THEN-SCHEDULED EXPIRATION DATE OF THE EXCHANGE OFFER. THIS DEADLINE IS CURRENTLY SEPTEMBER 30, 2025 BECAUSE THE EXPIRATION DATE OF THE EXCHANGE OFFER IS CURRENTLY OCTOBER 7, 2025 BUT THE ACTUAL DEADLINE WILL BE DIFFERENT IF THE EXCHANGE OFFER IS EXTENDED. IF YOU REQUEST ANY INCORPORATED DOCUMENTS FROM SODALI & CO., SODALI & CO. WILL RESPOND TO YOUR REQUEST WITHIN ONE U.S. BUSINESS DAY AFTER SODALI & CO. RECEIVES YOUR REQUEST, AND SEND YOU THE INCORPORATED DOCUMENTS BY FIRST CLASS MAIL OR OTHER EQUALLY PROMPT MEANS.

All information contained in this document relating to Banco Sabadell has been taken from publicly-available sources published by Banco Sabadell. Furthermore, any assumptions and/or estimates that BBVA has made relating to Banco Sabadell in connection with the exchange offer are based solely on publicly-available information. Information provided by either BBVA or Banco Sabadell does not constitute any representation, estimate or projection of the other.

BBVA has not authorized anyone to give any information or make any representation about the exchange offer that is different from, or in addition to, the information contained in this offer to exchange/prospectus or in any materials incorporated by reference into this offer to exchange/prospectus. The information contained in this offer to exchange/prospectus speaks only as of the date of this offer to exchange/prospectus unless the information specifically indicates that another date applies.

With the exception of the reports specifically incorporated by reference in this document as set forth in “Incorporation of Certain Information by Reference”, material contained on or accessible through websites is not incorporated into this document.

 

18

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The rules of the SEC allow BBVA to “incorporate by reference” the information BBVA files with, or furnishes to, the SEC, which means:

 

•

incorporated documents are considered part of this offer to exchange/prospectus;

 

•

BBVA can disclose important information to you by referring you to those documents; and

 

•

information that BBVA files with, or furnishes to, the SEC in the future and incorporates by reference in this offer to exchange/prospectus will automatically update and supersede information in this offer to exchange/prospectus and information previously incorporated by reference in this offer to exchange/prospectus.

This means that you must look at all of the SEC filings that BBVA incorporates by reference to determine if any of the statements in this offer to exchange/prospectus or in any document previously incorporated by reference have been modified or superseded.

BBVA incorporates by reference the following documents:

 

•

BBVA’s annual report on Form 20-F for the year ended December 31, 2024 filed with the SEC on February 21, 2025 (the “2024 Form 20-F”);

 

•

BBVA’s report on Form 6-K containing certain information regarding BBVA’s financial results as of and for the six months ended June 30, 2025 and other matters, furnished to the SEC on July 31, 2025 (Accession No. 0000842180-25-000033) (the “BBVA First Half 2025 Results Form 6-K”);

 

•

BBVA’s report on Form 6-K communicating the receipt of a notification of the CNMC’s resolution authorizing the economic concentration resulting from completion of the exchange offer subject to the commitments described therein, furnished to the SEC on May 1, 2025, excluding the press release contained therein (the “BBVA CNMC Commitments Form 6-K”); and

 

•

any filings made by BBVA with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, as well as any report on Form 6-K furnished to the SEC to the extent the Form 6-K expressly states that it is being incorporated by reference herein, on or after the date of this offer to exchange/prospectus and prior to the termination of the exchange offer under this offer to exchange/prospectus.

As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document.

You may obtain a copy of these documents at no cost to you (other than exhibits not specifically incorporated by reference) from the SEC at the SEC’s website (http://www.sec.gov) or by writing or telephoning Sodali & Co. at the following address, telephone number or email:

Sodali & Co.

430 Park Avenue, 14^th Floor

New York, New York, 10022

United States of America

Telephone: (800) 206-5881 (in North America) or +1 (289) 695-3095 (outside of North America)

Email: BBVA@info.sodali.com

Upon your request, Sodali & Co. will provide to you without charge copies of any or all reports and documents described above that are incorporated by reference into this offer to exchange/prospectus (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference). Requests for such

 

19

copies should be directed to Sodali & Co. at 430 Park Avenue, 14^th Floor, New York, New York, 10022, United States of America; (800) 206-5881 (in North America) or +1 (289) 695-3095 (outside of North America); BBVA@info.sodali.com. To obtain timely delivery of any of these documents, you must request them no later than five U.S. business days before the then-scheduled expiration date of the exchange offer. This deadline is currently September 30, 2025 because the expiration date of the exchange offer is currently October 7, 2025, but the actual deadline will be different if the exchange offer is extended.

BBVA has provided only the information contained in, or incorporated by reference into, this offer to exchange/prospectus in deciding whether or not to accept the exchange offer. BBVA has not authorized anyone to provide you with any information that is different from what is contained in, or incorporated by reference into, this offer to exchange/prospectus. The information contained in, or incorporated by reference into, this offer to exchange/prospectus is accurate only as of its date. You should not assume that such information is accurate as of any other date and neither the mailing of this offer to exchange/prospectus to you nor the issuance of BBVA shares in connection with the exchange offer shall create any implication to the contrary.

 

20

NOTE ON BANCO SABADELL INFORMATION

General

All information contained in this offer to exchange/prospectus relating to Banco Sabadell has been taken from publicly-available sources published by Banco Sabadell and included on its corporate website (including, in particular, its consolidated interim directors’ report for the first six months of 2025, its second quarter 2025 quarterly financial report, its condensed consolidated interim financial statements as of and for the six months ended June 30, 2025, its consolidated financial statements as of and for the years ended December 31, 2024, 2023 and 2022, its consolidated directors’ report as of and for the year ended December 31, 2024, its annual reports as of and for the years ended December 31, 2023 and 2022, its Euro Medium Term Note Program base prospectus dated May 12, 2025 and the TSB Sale Inside Information Notice) other than the description of Banco Sabadell’s actions taken in response to BBVA’s proposals as set forth under “Background of the Exchange Offer”. Additionally, the information relating to Banco Sabadell included under “Comparison of Rights of Holders of BBVA Shares and Banco Sabadell Shares” summarizes certain provisions of the Banco Sabadell bylaws publicly available on Banco Sabadell’s website. The contents of Banco Sabadell’s website are not incorporated by reference to this offer to exchange/prospectus. BBVA was not involved in the preparation of such publicly-available information regarding Banco Sabadell and cannot verify such information. Such information is included herein in order to comply with regulatory requirements. To the extent permitted under applicable law, none of BBVA or any of its officers or directors assumes any responsibility for the accuracy or completeness of such information or for any failure by Banco Sabadell to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information, but which are unknown to BBVA. Furthermore, any assumptions and/or estimates that BBVA has made relating to Banco Sabadell in connection with the exchange offer are based solely on publicly-available information.

BBVA is not affiliated with Banco Sabadell, and BBVA has not had access to Banco Sabadell’s books and records. Therefore, non-public information concerning Banco Sabadell was not used by BBVA for the purpose of preparing this offer to exchange/prospectus. Pursuant to Rule 409 under the Securities Act, BBVA has requested that Banco Sabadell provide BBVA with certain information regarding the business, operations and financial condition of Banco Sabadell. BBVA will amend or supplement this offer to exchange/prospectus to provide any information BBVA receives from Banco Sabadell, if BBVA receives the information on a timely basis before the expiration time and considers it to be material, complete, reliable and appropriate. Banco Sabadell is subject to special legislation applicable to credit entities in general, the supervision, control and regulation of the ECB, and, as a listed company, the regulatory oversight of the CNMV. It is also subject to European market abuse regulation.

Financial Information

This offer to exchange/prospectus includes as Appendix I the consolidated financial statements of Banco Sabadell as of and for the years ended December 31, 2024, 2023 and 2022 and the condensed consolidated interim financial statements of Banco Sabadell as of and for the six months ended June 30, 2025, which comprise the consolidated balance sheets as of December 31, 2024, 2023 and 2022 and June 30, 2025, respectively, and the consolidated income statements, consolidated statements of recognized income and expenses, consolidated statements of total changes in equity and consolidated cash flow statements for the periods then ended and explanatory notes. The comparative financial information as of and for the year ended December 31, 2022 included in the consolidated financial statements of Banco Sabadell as of and for the year ended December 31, 2023 has been restated to take into account the implementation of IFRS 17. BBVA is not affiliated with Banco Sabadell and was not involved in the preparation of the consolidated financial statements of Banco Sabadell as of and for the years ended December 31, 2024, 2023 and 2022 or the condensed consolidated interim financial statements of Banco Sabadell as of and for the six months ended June 30, 2025.

Certain of the financial information relating to Banco Sabadell included in this offer to exchange/prospectus has been extracted from the consolidated financial statements of Banco Sabadell as of and for the years ended December 31, 2024, 2023 and 2022 and the condensed consolidated interim financial statements of Banco

 

21

Sabadell as of and for the six months ended June 30, 2025, each included as Appendix I to this offer to exchange/prospectus. Such consolidated financial statements have not been audited under U.S. GAAS and are therefore not considered audited financial statements under SEC rules. Consequently, no audit report has been included herein on such consolidated financial statements. However, as a listed company in Spain, Banco Sabadell is subject to ongoing reporting requirements under CNMV rules, including that its annual financial statements be audited under prevailing legislation regulating the audit of accounts in Spain.

The financial position and results of operations of TSB are included within the perimeter of the consolidated financial information of Banco Sabadell included in this offer to exchange/prospectus. However, on July 1, 2025, Banco Sabadell published the TSB Sale Inside Information Notice, informing that it had received a binding offer for the consummation of the TSB Sale. According to the TSB Sale Inside Information Notice, closing of the TSB Sale is expected to occur in the first quarter of 2026. For additional information on the TSB Sale, see “The Exchange Offer—TSB Sale”. If the exchange offer is completed and the TSB Sale is consummated, TSB will, following consummation of the TSB Sale, no longer be part of the BBVA Group.

Description of Certain Differences Between IFRS-EU and IFRS-IASB

Banco Sabadell prepares its consolidated financial statements in accordance with IFRS as adopted by the European Union (“EU”) (“IFRS-EU”) while BBVA’s financial statements are prepared in compliance with IFRS as issued by the International Accounting Standards Board (“IFRS-IASB”). Based on BBVA’s reading of Banco Sabadell’s consolidated financial statements as of and for the year ended December 31, 2024, included below is a summary of the main difference between IFRS-EU and IFRS-IASB as they relate to Banco Sabadell. Holders of Banco Sabadell shares must rely upon their own knowledge of Banco Sabadell before deciding whether to tender their Banco Sabadell shares. Holders of Banco Sabadell shares should consult their own professional advisors for an understanding of the differences between IFRS-EU and IFRS-IASB, and the way these differences could impact the financial information included in this offer to exchange/prospectus.

The description of the main difference between IFRS-EU and IFRS-IASB as they relate to Banco Sabadell included below should not be taken as an exhaustive description of all differences between IFRS-EU and IFRS-IASB.

Macro hedging accounting

Based on BBVA’s reading of Banco Sabadell’s consolidated financial statements as of and for the year ended December 31, 2024, the main difference between IFRS-EU and IFRS-IASB as they relate to Banco Sabadell relates to the accounting of macro hedging related to certain portfolios. Macro hedging refers to the practice of managing risk at the portfolio level rather than at the level of individual transactions or pairs of transactions, as is typical in traditional hedging approaches. Companies applying macro hedging accounting have to demonstrate the effectiveness of the hedges and follow a detailed process for documenting and testing their effectiveness.

This difference between IFRS-EU and IFRS-IASB emerged during the EU’s endorsement process of IAS 39 “Financial Instruments: Recognition and Measurement”, whereby the EU made specific carve-outs to account for the prepayment risk associated with these portfolios and treat such risk as interest rate risk. This carve-out is not contemplated under IFRS-IASB, where the approach to macro hedges is focused on traditional risks, such as interest rate risk, exchange rate risk or market price risk, with prepayment risk not falling under the definition and criteria set forth under IAS 39 “Financial Instruments: Recognition and Measurement”.

Based on BBVA’s reading of Banco Sabadell’s consolidated financial statements as of and for the year ended December 31, 2024, BBVA believes that Banco Sabadell is applying hedge accounting to the prepayment risk associated with a portfolio of core deposits and to a mortgage portfolio. The use of this carve-out is not expressly disclosed in the explanatory notes of such financial statements as it is compliant with IFRS-EU.

According to Note 12 to Banco Sabadell’s consolidated financial statements as of and for the year ended December 31, 2024, the value adjustments on hedged items through macro hedges as of December 31, 2024

 

22

amounted to €(412) million and €(227) million for assets and liabilities, respectively. The impact (before taxes) of macro hedges on Banco Sabadell’s consolidated income statement for the year ended December 31, 2024 amounted to €(40) million and €7 million for hedging instruments and hedged items, respectively. These amounts include adjustments for all macro hedges and such adjustments may not comply with IFRS-IASB.

Given the absence of information in Banco Sabadell’s consolidated financial statements as of and for the year ended December 31, 2024 and Banco Sabadell’s condensed consolidated interim financial statements as of and for the six months ended June 30, 2025 regarding the extent of macro hedging accounting that could potentially fail to comply with IFRS-IASB, BBVA is not able to calculate the adjustments that would need to be applied to the consolidated financial information of Banco Sabadell as of any date or for any period in order to make such information compliant with IFRS-IASB (“harmonization adjustments”). Accordingly, BBVA has not made any harmonization adjustments to the consolidated financial information of Banco Sabadell as of any date or for any period to make such information compliant with IFRS-IASB.

 

23

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements included in this offer to exchange/prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. BBVA also may make forward-looking statements in BBVA’s other documents filed with, or furnished to, the SEC that are incorporated by reference into this offer to exchange/prospectus. Forward-looking statements can be identified by the use of forward-looking terminology such as “believe”, “expect”, “estimate”, “forecast”, “project”, “anticipate”, “should”, “intend”, “probability”, “risk”, “VaR”, “target”, “goal”, “objective” and “future” or by the use of similar expressions or variations on such expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on current plans, estimates and projections, are not guarantees of future performance and are subject to inherent risks, uncertainties and other factors that could cause actual results to differ materially from the future results expressed or implied by such forward-looking statements.

In particular, this offer to exchange/prospectus and certain documents incorporated by reference into this offer to exchange/prospectus include forward-looking statements or guidance regarding or relating but not limited to BBVA’s future financial position, plans and objectives management for future operations, results of operations, synergies, impairment loss, provisions, capital, leverage and other regulatory ratios, capital distributions, management objectives and/or strategic initiatives, commitments and targets (including, without limitation, environmental, social and governance (“ESG”) commitments and targets), the outcome of legal and regulatory actions and proceedings and risk management, including BBVA’s potential exposure to various types of risk such as market risk, interest rate risk, currency risk and equity risk, and other statements that are not historical facts. For example, certain of the market risk disclosures are dependent on choices about key model characteristics, assumptions and estimates, and are subject to various limitations. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future.

BBVA has identified some of the risks inherent in forward-looking statements in “Item 3. Key Information—Risk Factors”, “Item 4. Information on the Company”, “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk” of its 2024 Form 20-F and “Item 4B. Business Overview”, “Item 4E. Selected Statistical Information”, “Item 5. Operating and Financial Review and Prospects” and “Other Matters” in the BBVA First Half 2025 Results Form 6-K, as well as in “Risk Factors” in this offer to exchange/prospectus. Other factors could also adversely affect BBVA’s results or the accuracy of forward-looking statements in this offer to exchange/prospectus and the documents incorporated by reference into this offer to exchange/prospectus, and you should not consider the factors discussed here or in such other documents (including the sections of BBVA’s 2024 Form 20-F and the BBVA First Half 2025 Results Form 6-K listed above) to be a complete set of all potential risks or uncertainties. Important factors that could cause actual results to differ materially from those expressed or implied by forward-looking statements include, among others:

 

•

the deterioration of economic conditions or the alteration of the institutional environment of the countries in which BBVA operates, especially Spain, Mexico and Turkey, including any adverse developments, or the perception that such developments may occur, regarding credit quality, public debt sustainability, economic or fiscal policy and sovereign ratings, particularly Spain’s, Mexico’s and Turkey’s, among other factors. Financial and macroeconomic volatility may increase as a result of, among other factors, U.S. administration policies, including tariffs and fiscal and regulatory changes. The effects of, and uncertainty arising from, these policies and large fiscal deficits have raised the U.S. risk premium, pushing up long-term sovereign yields and weakening the U.S. dollar, and they may spark further market instability;

 

•

the effects of geopolitical tensions and economic challenges in recent years including, among other factors, the ongoing conflicts in Ukraine and in the Middle East, long-standing United States–China rivalry, including recent trade tariffs, the escalation of trade tariffs globally, and changes in policies generally. Furthermore, there is the risk of a sharp global growth slowdown;

 

24

•

changes or volatility in interest rates, foreign exchange rates, asset prices, equity markets, commodity prices (including energy prices), inflation or deflation and, in particular, as of the date of this offer to exchange/prospectus, the depreciation of the currencies of the non-euro geographical areas in which BBVA operates, high inflation, stagflation due to more intense or prolonged supply crises, high interest rates in most of the geographical areas where BBVA operates (which may impact default rates) and low real interest rates in Turkey (which may affect BBVA’s margins);

 

•

adverse developments in emerging economies, in particular Latin America and Turkey, including unfavorable political and economic developments, social instability and changes in governmental policies, including expropriation, nationalization, exchange controls or other limitations on the distribution or repatriation of dividends, international ownership legislation, tax policies, interest rate caps, fee caps and other policies affecting the banking sector, including the “liraization” strategy in Turkey (which seeks to increase the weight of Turkish lira-denominated assets and liabilities of the banking system). Further, emerging economies generally face higher anti-money laundering and ESG risk levels;

 

•

in Spain, political, regulatory and economic uncertainty may have a negative impact on economic activity, and there is a risk that public policies could be adopted that have an adverse impact on the economy or BBVA’s business;

 

•

downgrades in BBVA’s credit ratings or in sovereign credit ratings, particularly Spain’s, Mexico’s and Turkey’s respective credit ratings;

 

•

the monetary, interest rate and other policies of central banks, and the trade, economic and other policies of governments, in the EU, Spain, Mexico, Turkey, the United States and elsewhere, including the impact of the still-prevailing high interest rates and the escalation of trade tariffs globally on the BBVA Group’s results of operations (including potential mark-to-market losses on securities portfolios, reduced demand for credit, increased funding costs and higher default rates). Moreover, any interest rate reductions may result in higher inflation and adversely affect the BBVA Group’s results of operations;

 

•

adjustments in the real estate markets in the geographical areas in which BBVA operates, in particular in Spain, Mexico and Turkey;

 

•

the success of BBVA’s acquisitions and investments, divestitures, mergers, joint ventures and strategic alliances;

 

•

BBVA’s ability to complete the exchange offer and operate Banco Sabadell’s business successfully (subject to compliance with the Council of Ministers’ Authorization), and any unanticipated costs, losses or other impacts in connection therewith;

 

•

the effects of competition in the markets in which BBVA operates and the rise of neobanks (a new generation of financial institutions that operate exclusively online), which may be affected by regulation or deregulation affecting BBVA or its competitors, and BBVA’s ability to manage information technology obsolescence, implement technological advances on a timely basis or at all and effectively capture the benefits of emerging technologies, including cloud computing, artificial intelligence, big data analysis, crypto-currencies and alternative payment systems;

 

•

BBVA’s ability to comply with various legal and regulatory regimes and the impact of applicable laws and regulations on BBVA’s operations, including capital, resolution, liquidity, provision and consumer protection requirements, and the increasing tax burden;

 

•

changes in consumer spending and savings habits, including changes in government policies which may influence spending, saving and investment decisions;

 

•

BBVA’s ability to continue to access sources of liquidity and funding, including public sources of liquidity such as the funding provided by the ECB under its programs, and BBVA’s ability to receive dividends and other funds from BBVA’s subsidiaries;

 

•

the effectiveness of BBVA’s debt recovery policy, including BBVA’s ability to recover aged non-performing loans;

 

25

•

BBVA’s ability to hedge certain risks economically, including exchange rate risk;

 

•

BBVA’s ability to address physical, regulatory, reputational, transition and business risks associated with climate change and emerging and developing ESG standards, including BBVA’s ability to meet any ESG expectations, targets or obligations and the cost thereof;

 

•

BBVA’s ability to make payments on certain substantial unfunded amounts relating to commitments with personnel;

 

•

the performance of BBVA’s international operations and BBVA’s ability to manage such operations;

 

•

weaknesses or failures in the BBVA Group’s internal or outsourced processes, systems (including information technology systems) and security;

 

•

weaknesses or failures of BBVA’s anti-money laundering or anti-terrorism programs, or of BBVA’s internal policies, procedures, systems and other mitigating measures designed to ensure compliance with applicable anti-corruption laws and sanctions regulations;

 

•

security breaches, including cyberattacks and identity theft;

 

•

the outcome of legal and regulatory actions and proceedings, both those to which the BBVA Group is currently exposed and any others which may arise in the future, including actions and proceedings related to former subsidiaries of the BBVA Group or in respect of which the BBVA Group may have indemnification obligations, as well as legal and regulatory actions and proceedings against other financial institutions, especially if such actions or proceedings result in rulings that affect the industry generally or lead to changes in the BBVA Group’s practices;

 

•

actions that are incompatible with BBVA’s ethics and compliance standards, and BBVA’s failure to timely detect or remedy any such actions;

 

•

BBVA’s success in managing the risks involved in the foregoing, which depends, among other things, on the adequacy of BBVA’s internal risk models and BBVA’s ability to anticipate events that are not captured or fully accounted for in the models BBVA uses or which otherwise require BBVA to successfully adjust its risk parameters, risk appetite framework and estimations to account for the foregoing and any changes in market conditions; and

 

•

force majeure and other events beyond BBVA’s control.

In addition to the above, BBVA has identified certain risks that are specific to the exchange offer, that could also cause actual results to differ materially from those expressed or implied by forward-looking statements. See “Risk Factors—Risks Relating to the Exchange Offer”. Furthermore, this offer to exchange/prospectus includes certain forward-looking statements of Banco Sabadell’s management, including under “Information about Banco Sabadell”. Such statements reflect only the views of Banco Sabadell’s management, have not been updated or verified by BBVA and are subject to similar risks and uncertainties as the other forward-looking statements included herein, mutatis mutandis, many of which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements. In addition, the forward-looking statements made in this offer to exchange/prospectus (or any particular document) speak only as of the date of this offer to exchange/prospectus (or any such particular document). BBVA does not intend to publicly update or revise these forward-looking statements to reflect events or circumstances after the date thereof, including, without limitation, changes in BBVA’s business, strategy, targets or expectations, including as a result of the occurrence of unanticipated events, and BBVA does not assume any responsibility to do so. You should, however, consult any further disclosures of a forward-looking nature BBVA may make in BBVA’s other documents filed with, or furnished to, the SEC that are incorporated by reference into this offer to exchange/prospectus.

 

26

The safe harbors for forward-looking statements under Section 27A of the Securities Act and Section 21E of the Exchange Act, added by the Private Securities Litigation Reform Act of 1995, do not apply to forward-looking statements made in connection with a tender offer.

 

27

 

28

 

29

 

30

 

31

 

32

 

33

 

34

 

35

 

36

 

37

 

38

 

39

 

40

 

41

RISK FACTORS

In addition to the matters described under “Cautionary Statement Regarding Forward-Looking Statements” in this offer to exchange/prospectus beginning on page 24 and the risk factors contained in the 2024 Form 20-F that is incorporated by reference into this offer to exchange/prospectus, you should carefully consider the following risk factors before deciding whether or not to tender your Banco Sabadell shares into the exchange offer. Each of the matters described in these risk factors could have a material adverse effect on the businesses, financial condition and/or results of operations of BBVA and Banco Sabadell individually or as affiliated companies and on the market price of the BBVA shares and the Banco Sabadell shares.

Risks Relating to the Exchange Offer

Completion of the exchange offer is subject to the Minimum Acceptance Condition. If such condition is not satisfied or waived, the exchange offer will not be completed. If BBVA waives the Minimum Acceptance Condition and the exchange offer is completed, BBVA will be required to launch a Mandatory Tender Offer.

As described in this offer to exchange/prospectus under “The Exchange Offer—Conditions to Completion of the Exchange Offer”, completion of the exchange offer is subject to the satisfaction or waiver of the Minimum Acceptance Condition.

As of the date of this offer to exchange/prospectus, the Minimum Acceptance Condition is pending satisfaction or waiver. As a result, if the number of Banco Sabadell shares that permits BBVA to acquire at least more than half of the voting rights of the Banco Sabadell shares at the end of the acceptance period (excluding any treasury shares held by Banco Sabadell as of that time) do not accept the exchange offer before the end of the acceptance period, and BBVA does not waive the Minimum Acceptance Condition, the exchange offer will not be completed.

Alternatively, if the number of Banco Sabadell shares that permits BBVA to acquire at least more than half of the voting rights of the Banco Sabadell shares at the end of the acceptance period (excluding any treasury shares held by Banco Sabadell as of that time) do not accept the exchange offer before the end of the acceptance period, and BBVA waives the Minimum Acceptance Condition and therefore the exchange offer is completed, BBVA will hold less than a majority (but at least a 30%) interest in Banco Sabadell following completion of the exchange offer. If BBVA holds less than a majority (but at least a 30%) interest in Banco Sabadell following completion of the exchange offer as a result of a waiver of the Minimum Acceptance Condition, pursuant to the Spanish Takeover Regulation, BBVA will be required within one month following completion of the exchange offer to request CNMV authorization to launch a Mandatory Tender Offer. Pursuant to the Spanish Takeover Regulation, a Mandatory Tender Offer would need to be made at an “equitable price” in cash in accordance with article 9.2.e) of the Spanish Takeover Regulation. Pursuant to the Spanish Takeover Regulation, as an alternative to cash consideration, BBVA may (but it is not obligated to) also offer shares, or a combination of cash and shares, pursuant to a Mandatory Tender Offer, at the election of any tendering Banco Sabadell shareholders (so that such tendering Banco Sabadell shareholders could elect to receive the cash consideration or the alternative consideration of shares or a combination of cash and shares).

Based on the assumptions described under “The Exchange Offer—Certain Consequences of the Exchange Offer—Impact of the Acquisition of Control of Banco Sabadell on the BBVA Group’s CET1 Ratio—50% Acceptance Scenario”, BBVA estimates that, if the exchange offer were accepted by holders of Banco Sabadell shares representing 30% of the share capital of Banco Sabadell and the exchange offer were completed as a result of a waiver of the Minimum Acceptance Condition, and BBVA did not have control of Banco Sabadell upon completion of the exchange offer, the estimated impact on the CET1 ratio of the BBVA Group as of June 30, 2025, on a fully-loaded basis, would have been a positive impact of 16 basis points. See “The Exchange Offer—Conditions to Completion of the Exchange Offer—Potential Waiver by BBVA of the Minimum Acceptance Condition—Impact on the BBVA Group’s CET1 ratio”.

 

42

If BBVA waives the Minimum Acceptance Condition and the exchange offer is completed, BBVA may not have control of Banco Sabadell immediately following completion of the exchange offer.

If the Minimum Acceptance Condition is satisfied and the exchange offer is completed, BBVA will control Banco Sabadell immediately following completion of the exchange offer. However, if the Minimum Acceptance Condition were waived and the exchange offer were completed, whether BBVA controls Banco Sabadell following completion of the exchange offer would depend on the number of Banco Sabadell shares tendered and not withdrawn in the exchange offer and other facts and circumstances existing at such time, including, among other things, participation levels in Banco Sabadell’s general shareholders’ meetings and changes in Banco Sabadell’s shareholder base. BBVA can provide no assurance that it would be able to control Banco Sabadell with only 30% of Banco Sabadell’s voting rights, which is the minimum percentage of Banco Sabadell’s voting rights BBVA would acquire pursuant to the exchange offer.

If BBVA does not control Banco Sabadell immediately following completion of the exchange offer, it is possible that BBVA will subsequently obtain control of Banco Sabadell as a result of a Mandatory Tender Offer. In addition, following a Mandatory Tender Offer, BBVA will be permitted under Spanish law to acquire any untendered Banco Sabadell shares in the open market or otherwise in an unlimited amount and without giving rise to any obligation to make a further tender offer for any Banco Sabadell shares. BBVA is undertaking the exchange offer in order to acquire control of Banco Sabadell. If BBVA does not obtain control of Banco Sabadell following completion of the exchange offer and a Mandatory Tender Offer, BBVA may (but it is not obligated to) acquire additional Banco Sabadell shares, in the open market or otherwise, to eventually obtain control of Banco Sabadell. The execution, timing and manner of any such additional acquisitions will depend on many factors, including business developments, macroeconomic developments and conditions, and prevailing market conditions.

There is no assurance that BBVA will eventually obtain control of Banco Sabadell if the exchange offer is completed following the waiver of the Minimum Acceptance Condition. Obtaining control of Banco Sabadell may take time. Until BBVA controls Banco Sabadell:

 

•

BBVA may not be able to carry out any of its strategic plans with respect to Banco Sabadell;

 

•

BBVA may not realize any of the synergies it expects to realize following completion of the exchange offer; and

 

•

BBVA will not be able to consolidate the financial position and results of operations of Banco Sabadell within its consolidated financial statements. Rather, BBVA will include the financial position and results of operations of Banco Sabadell in accordance with the relevant accounting criteria based on the percentage interest held by BBVA in Banco Sabadell, pursuant to the equity method of accounting.

As a result of the foregoing, the anticipated benefits of the exchange offer may not be realized until BBVA obtains control of Banco Sabadell.

BBVA may decide to waive the Minimum Acceptance Condition after the expiration date of the exchange offer. As a result, holders of Banco Sabadell shares will not know whether BBVA will waive the Minimum Acceptance Condition at the time of deciding whether or not to tender their Banco Sabadell shares into the exchange offer and will not have an opportunity to withdraw their Banco Sabadell shares following any such waiver.

If the Minimum Acceptance Condition has not been satisfied as of the end of the acceptance period, pursuant to the Spanish Takeover Regulation, BBVA may waive the Minimum Acceptance Condition after the expiration date of the exchange offer. In this case, pursuant to the Spanish Takeover Regulation, the acceptance period would not be reopened, nor would withdrawal rights be provided to holders who have tendered their Banco Sabadell shares into the exchange offer. Pursuant to the Spanish Takeover Regulation and in accordance with no-action relief granted to BBVA by the SEC, BBVA may waive the Minimum Acceptance Condition through the first Spanish stock exchange business day following the day it receives a notification from the CNMV as to the final number of Banco Sabadell shares tendered in the exchange offer (which notification would

 

43

be received within five Spanish stock exchange business days following the end of the acceptance period). See “The Exchange Offer—Relief Requested from the SEC—Tender Offer Rules Exemptive and No-Action Relief”.

As a result of the foregoing, holders of Banco Sabadell shares will not know whether BBVA will waive the Minimum Acceptance Condition at the time of deciding whether or not to tender their Banco Sabadell shares into the exchange offer. In addition, as described elsewhere in this offer to exchange/prospectus, holders of Banco Sabadell shares may withdraw their declarations of acceptance only prior to the last day of the acceptance period. Consequently, holders of Banco Sabadell shares who have tendered their Banco Sabadell shares into the exchange offer will not have an opportunity to withdraw their declarations of acceptance following any waiver of the Minimum Acceptance Condition.

Because BBVA would be permitted to waive the Minimum Acceptance Condition when U.S. holders of Banco Sabadell shares no longer have the withdrawal rights required under U.S. law in the absence of the no-action relief granted by the SEC, U.S. holders of Banco Sabadell shares are cautioned to consider not tendering their Banco Sabadell shares into the exchange offer if their willingness to tender their Banco Sabadell shares would be affected by such a waiver by BBVA of the Minimum Acceptance Condition.

For additional information regarding any decision by BBVA to waive the Minimum Acceptance Condition, see “The Exchange Offer—Conditions to Completion of the Exchange Offer—Potential Waiver by BBVA of the Minimum Acceptance Condition”.

Completion of the exchange offer is not conditioned on the obtainment of a regulatory authorization of FINRA, and if such authorization is not obtained, and the exchange offer is completed, Banco Sabadell’s U.S. broker-dealer could be subject to the sanctioning regime established by FINRA.

According to the information available to BBVA, Banco Sabadell has control or significant shareholdings in regulated entities both in Spain and in other jurisdictions. The acquisition by BBVA of control of Banco Sabadell as a result of the exchange offer will involve the indirect acquisition of control or significant shareholdings in such regulated subsidiaries or affiliates of Banco Sabadell, which may require, in accordance with the applicable legislation in each case, obtaining the authorization or non-opposition of the competent regulatory supervisory bodies in Spain or in jurisdictions other than Spain, as applicable. As a result, according to the information available to BBVA, the authorization or non-opposition with respect to the indirect acquisition of control or significant shareholdings in regulated subsidiaries or affiliates of Banco Sabadell is subject to the prior notification to or the authorization or non-opposition of several competent regulatory supervisory bodies, including FINRA in relation to the acquisition of indirect control of Sabadell Securities USA, Inc., U.S. broker-dealer subsidiary of Banco Sabadell.

BBVA has obtained the relevant authorization or non-opposition from the competent regulatory supervisory bodies set forth in “The Exchange Offer—Governmental and Regulatory Authorizations”, but it has not obtained the authorization of FINRA. Completion of the exchange offer is not conditioned upon obtaining the authorization of FINRA, and, as a result, the exchange offer will be completed even if FINRA does not provide this authorization by the expiration date. The application for the authorization of FINRA may be submitted only by Sabadell Securities USA, Inc. and, as of the date of this offer to exchange/prospectus, BBVA is not aware that Sabadell Securities USA, Inc. has applied for or received such authorization.

In the event that the exchange offer is completed without the authorization of FINRA, Sabadell Securities USA, Inc. could be subject to the sanctioning regime established by FINRA provided for in FINRA Rule 1017 and in the applicable Final Sanction Guidelines. If FINRA were to institute an enforcement proceeding for the failure of Sabadell Securities USA, Inc. to file the required application in violation of FINRA Rule 1017, under the Final Sanction Guidelines, this could result in a monetary sanction of $5,000 to $200,000, suspension with respect to relevant business lines or activities for up to six months or expulsion requiring Sabadell Securities USA, Inc. to cease its operations as a brokerage firm in the United States. The Final Sanction Guidelines are intended to be guidelines, meaning the consequences of noncompliance by Sabadell Securities USA, Inc. could be greater or lesser.

 

44

Because the exchange ratio is fixed, the value of the BBVA shares you will receive as a result of the exchange offer is likely to fluctuate.

If you tender into, and do not withdraw your Banco Sabadell shares from, the exchange offer and the exchange offer is completed, you will receive one newly-issued BBVA share and €0.70 in cash for each 5.5483 Banco Sabadell shares tendered. While the exchange ratio will be subject to the potential adjustments described under “The Exchange Offer—Dividend Payments”, the exchange ratio will not be adjusted to reflect any changes in the market prices of any of the securities of either company. As a result, and subject to the potential adjustments described under “The Exchange Offer—Dividend Payments”, you will receive a fixed number of newly-issued BBVA shares in connection with the exchange offer, and changes in the market prices of these securities will affect the value of what you will receive.

Since there will be no adjustment to the exchange ratio for changes in the market price of either the BBVA shares or the Banco Sabadell shares, the value of the BBVA shares to be delivered to holders of Banco Sabadell who tender their Banco Sabadell shares into the exchange offer could be considerably higher or lower than it was at the time the exchange ratio was determined. Changes in operations and prospects of BBVA or Banco Sabadell since that time, general market and economic conditions, and other factors both within and outside BBVA’s and Banco Sabadell’s control may significantly alter the relative value of the companies at the time the exchange offer is completed.

The market prices of the BBVA shares and the Banco Sabadell shares are likely to fluctuate before completion of the exchange offer and this will affect the value represented by the exchange ratio both in terms of the Banco Sabadell shares tendered by you and what you will receive in exchange.

If the price of the BBVA shares declines, holders of Banco Sabadell shares could receive less value for their Banco Sabadell shares upon completion of the exchange offer than the value calculated on the date the exchange offer was announced, as of the date of the filing of this offer to exchange/prospectus or as of the date such holders of Banco Sabadell shares made their election and tendered their Banco Sabadell shares into the exchange offer.

The market prices of the BBVA shares and the Banco Sabadell shares are subject to general price fluctuations in the market for publicly-traded equity securities and have experienced significant volatility in the past. Market price variations in these securities could result from actual or investors’ perceptions of changes in the businesses, financial condition, results of operations or prospects of BBVA or Banco Sabadell prior to and/or following the exchange offer, regulatory considerations, legal proceedings, exchange rates, general market and economic conditions and other factors beyond the control of BBVA or Banco Sabadell. In addition, the ongoing businesses of Banco Sabadell and BBVA may be adversely affected by actions taken by Banco Sabadell or BBVA in connection with the exchange offer, including payment by the companies of certain costs relating to the exchange offer, including certain legal, accounting, financing and financial and other advisory fees. Changes in operations and prospects of BBVA or Banco Sabadell since the exchange ratio was determined, general market and economic conditions, and other factors both within and outside BBVA’s and Banco Sabadell’s control will not result in an adjustment of the exchange ratio.

In addition, a significant period of time may pass between the commencement of the exchange offer and the expiration date. Therefore, at the time you tender your Banco Sabadell shares pursuant to the exchange offer, you will not know the exact market value of the BBVA shares that you will receive if the exchange offer is completed.

Since BBVA did not have access to non-public information regarding Banco Sabadell, BBVA’s ability to accurately anticipate all losses, costs and other liabilities that may be incurred in connection with the exchange offer is necessarily limited. Additionally, any errors or omissions in the information publicly available to BBVA relating to Banco Sabadell may have affected BBVA’s analysis, estimations and determinations with respect to the exchange offer.

In deciding to make the exchange offer, evaluating the risks and merits of the exchange offer and determining the terms and conditions of the exchange offer, BBVA did not have access to non-public information

 

45

regarding Banco Sabadell. BBVA has instead conducted its analysis on Banco Sabadell using solely publicly-available information, assuming the accuracy and material completeness thereof. The absence of access to non-public information regarding Banco Sabadell necessarily limits BBVA’s ability to accurately anticipate and evaluate the consequences of completing the exchange offer, including any losses, costs or other liabilities that may be incurred as a result thereof.

For example, without access to non-public information regarding Banco Sabadell, BBVA may have failed to discover liabilities, contingent or otherwise, or operating or other matters relating to Banco Sabadell’s business that are not disclosed in publicly-available information concerning Banco Sabadell. Any such undisclosed liabilities or matters could require significant effort and expense to address and could ultimately have an adverse effect on BBVA’s business, financial condition, results of operations and prospects.

Furthermore, completion of the exchange offer may constitute a breach or default under agreements or instruments of Banco Sabadell, or otherwise result in the acceleration of obligations (including, without limitation, payment obligations) or changes to rights thereunder or the termination thereof. Banco Sabadell (and, the BBVA Group, given Banco Sabadell would then be a member of the BBVA Group) may incur liabilities relating to any such breach or default and may also be unable to replace a terminated agreement or instrument on comparable terms or at all, in the event such a replacement is deemed necessary. Depending on the importance of a terminated agreement or instrument to Banco Sabadell’s business, failure to replace that agreement or instrument on similar terms or at all may increase the costs to BBVA of operating Banco Sabadell’s business or prevent BBVA from operating part or all of Banco Sabadell’s business.

Additionally, while BBVA has assumed the accuracy and completeness of publicly-available information concerning Banco Sabadell, such information may contain errors or omissions. Since BBVA was not involved in the preparation of such information, it cannot give assurance that such information is accurate and complete. Any errors or omissions in the information publicly available to BBVA relating to Banco Sabadell may have affected BBVA’s analysis and estimations of the risks and merits of the exchange offer (including BBVA’s assumptions with respect to the future operations, profitability, asset quality and other matters relating to Banco Sabadell, including the anticipated synergies expected to result from the exchange offer), its decision to make the exchange offer and its determination of the terms and conditions of the exchange offer.

As BBVA did not have access to non-public information relating to Banco Sabadell, it has not been able to assess the adequacy of the allowance for impairments with respect to Banco Sabadell’s loan portfolio, which could result in an impairment following completion of the exchange offer.

As a result of the foregoing, BBVA may not have anticipated all losses, costs and other liabilities that may be incurred in connection with the exchange offer if the exchange offer is completed or may have failed to accurately analyze or estimate the consequences of completing the exchange offer, either of which could have an adverse effect on the business, results of operations, financial condition or prospects of BBVA after completion of the exchange offer.

The omission from this offer to exchange/prospectus of certain non-public information regarding Banco Sabadell may make it more difficult for you to decide whether to tender your Banco Sabadell shares into the exchange offer.

The SEC’s Form F-4 sets out certain disclosure requirements regarding both BBVA and Banco Sabadell which must be provided in an offer to exchange/prospectus included in a registration statement on Form F-4. BBVA has included herein certain publicly-available information relating to Banco Sabadell in order to comply with regulatory requirements. However, not all of the information related to Banco Sabadell required by Form F-4 is publicly available. As contemplated by Rule 409 under the Securities Act, BBVA has requested that Banco Sabadell provide certain information relating to Banco Sabadell that is not publicly available. However, Banco Sabadell’s management has not cooperated with BBVA in the preparation of this offer to exchange/prospectus or

 

46

provided such requested information to BBVA. Consequently, BBVA has relied on Rule 409 under the Securities Act to omit from this offer to exchange/prospectus certain information regarding Banco Sabadell otherwise required by Form F-4. For example, the historical consolidated financial statements of Banco Sabadell included in this offer to exchange/prospectus as Appendix I have been prepared in accordance with IFRS-EU and we cannot give assurance that such consolidated financial statements comply with IFRS-IASB standards. Such consolidated financial statements have not been audited under U.S. GAAS and are therefore not considered audited financial statements under SEC rules and no audit report has been included herein on such consolidated financial statements. Additionally, certain information required of Banco Sabadell by Form F-4 by reference to Form 20-F, including certain information required by Items 5 and 11 of Form 20-F, is not publicly available and is therefore not included in this offer to exchange/prospectus. BBVA will amend or supplement this offer to exchange/prospectus to provide any information BBVA receives from Banco Sabadell, if BBVA receives the information on a timely basis before the expiration time of the exchange offer and considers it to be material, complete, reliable and appropriate. As a result of the omission of certain information regarding Banco Sabadell from this offer to exchange/prospectus, it may be more difficult for holders of Banco Sabadell shares to decide whether to tender their Banco Sabadell shares into the exchange offer.

The pro forma financial information included herein is based on Banco Sabadell’s publicly-available information, and may not represent the historical financial information of the group as if the business combination had taken place.

In preparing the pro forma financial information included in this offer to exchange/prospectus BBVA did not have access to non-public information regarding Banco Sabadell. As a result, BBVA prepared the pro forma financial information using solely publicly-available information regarding Banco Sabadell and historical financial information of BBVA. The adjustments included in the pro forma financial information solely include those that are factually supportable on the basis of the information that is publicly available to BBVA.

The unaudited pro forma adjustments included in the pro forma financial information, the value of the consideration that would be paid if the exchange offer were completed (i.e., the estimated value of the capital increase), the accounting allocation of the purchase price made in accordance with IFRS 3 as well as the estimated fair value of assets, liabilities and contingent liabilities to be acquired are preliminary and subject to change, since they have been calculated following a preliminary analysis based on publicly-available financial information for the year ended December 31, 2024 and for the six months ended June 30, 2025.

Differences between the preliminary estimates included herein and the final acquisition accounting will likely occur, and these differences could be material. The differences, if any, could have a material impact on the accompanying pro forma financial information. In accordance with paragraphs 45 and B67 of IFRS 3 “Business Combinations”, it is possible to extend the valuation measurement period to one year from the date the transaction takes place.

Furthermore, given the absence of information in Banco Sabadell’s consolidated financial statements as of and for the year ended December 31, 2024 and Banco Sabadell’s condensed consolidated interim financial statements as of and for the six months ended June 30, 2025 regarding the extent of macro hedging accounting that could potentially fail to comply with IFRS-IASB, BBVA is not able to calculate the harmonization adjustments that would need to be applied to the consolidated financial information of Banco Sabadell as of any date or for any period in order to make such information compliant with IFRS-IASB. Accordingly, BBVA has not made any harmonization adjustments to the consolidated financial information of Banco Sabadell as of any date or for any period to make such information compliant with IFRS-IASB.

In addition, except for certain limited information set forth under “The Exchange Offer—TSB Sale”, the pro forma financial information included in this offer to exchange/prospectus does not reflect any adjustments that could arise as a result of the TSB Sale, even though if the TSB Sale is consummated, TSB will, following completion of the exchange offer, no longer be part of the BBVA Group nor contribute to the BBVA Group’s consolidated financial position and results of operations.

 

47

As a result of the foregoing, the accompanying pro forma financial information may not represent the historical financial information of the group as if the business combination had taken place.

BBVA may fail to fully realize the expected benefits and synergies of completing the exchange offer.

BBVA may fail to fully realize the expected benefits and synergies of completing the exchange offer, including the substantial cost synergies described below, in the time, manner or amounts currently expected as a result of, among others, the following risks.

Risks associated with compliance with the Council of Ministers’ Authorization

On April 30, 2025, the CNMC issued a resolution authorizing the economic concentration resulting from completion of the exchange offer subject to the CNMC Commitments. In accordance with the Spanish Competition Law, the CNMC’s resolution was communicated to the Spanish Minister of Economy, Trade and Business, who decided on May 27, 2025 to refer the CNMC’s resolution to the Spanish Council of Ministers for review on the basis of general public interest. On June 24, 2025, the Spanish Council of Ministers authorized the economic concentration resulting from completion of the exchange offer pursuant to the Council of Ministers’ Authorization. On June 30, 2025, BBVA publicly announced its decision not to withdraw the exchange offer as a result of the Council of Ministers’ Authorization.

The Council of Ministers’ Authorization authorized the economic concentration resulting from completion of the exchange offer subject to the Autonomy Condition during the No-merger Period, which, among other matters, requires that, during the No-merger Period, BBVA and Banco Sabadell maintain separate legal personality and shareholders’ equity and that BBVA and Banco Sabadell preserve their respective autonomy in the management of their operations. The Council of Ministers’ Authorization also requires compliance with the CNMC Commitments and establishes certain reporting obligations to the Autonomy Condition’s supervisory body, the SEEAE.

In compliance with the Autonomy Condition, during the No-merger Period, BBVA and Banco Sabadell will need to adopt their respective management decisions considering the maximization of their respective values as independent entities.

As a result of the Autonomy Condition in the Council of Ministers’ Authorization, during the No-merger Period, BBVA will not achieve the full cost savings and operating efficiencies that it would have been able to achieve if it were not subject to the Autonomy Condition, and in particular, if a merger with Banco Sabadell were consummated following completion of the exchange offer.

In particular, BBVA’s ability to realize synergies as a result of completing the exchange offer will be limited during the No-merger Period.

On July 15, 2025, BBVA filed an administrative appeal before Spain’s Supreme Court, challenging the legality of the Autonomy Condition in the Council of Ministers’ Authorization (the Administrative Appeal). As of the date of this offer to exchange/prospectus, the Administrative Appeal is pending. If the Autonomy Condition is declared void as a result of the Administrative Appeal, BBVA may be able to consummate a merger with Banco Sabadell sooner than would otherwise be permitted pursuant to the Council of Ministers’ Authorization. There is no guarantee that BBVA will prevail in the Administrative Appeal. BBVA expects the Administrative Appeal to be resolved in a period of between 18 months and two years.

The synergies that BBVA has estimated would be realized and the restructuring costs BBVA has estimated would be incurred following the acquisition of control of Banco Sabadell following completion of the exchange offer (see “BBVA’s Reasons for the Proposed Exchange Offer—Estimated Synergies”) have been estimated without access to non-public information relating to Banco Sabadell and on the basis of BBVA’s experience in prior transactions. However, the information used by BBVA may not be correct and the circumstances applicable

 

48

to the exchange offer may not be comparable to any of BBVA’s prior transactions, which may result in BBVA failing to realize the synergies it expects to realize or incurring greater restructuring costs than it expects to incur following the acquisition of control of Banco Sabadell following completion of the exchange offer.

Since BBVA has not had access to non-public information relating to Banco Sabadell, BBVA’s ability to accurately estimate these synergies and restructuring costs is necessarily limited and the synergies and other savings finally realized and the restructuring costs finally incurred following completion of the exchange offer and the timing in which they are realized or incurred, as applicable, may differ from BBVA’s estimates. Additionally, any error or omission on the publicly-available information regarding Banco Sabadell may affect BBVA’s analysis and estimates.

Risks associated with BBVA’s merger with Banco Sabadell following the No-merger Period

Following the No-merger Period, BBVA intends to promote a merger by absorption of Banco Sabadell. Any such merger would need BBVA’s and Banco Sabadell’s respective boards of directors to formulate a joint merger plan, which would need to be approved by BBVA’s and Banco Sabadell’s respective shareholders, and require the prior authorization of the Spanish Minister of Economy, Trade and Business.

Given the significant period that will pass between completion of the exchange offer and the potential consummation of such merger, BBVA’s plans with respect to the merger may change or there may be market conditions or other circumstances which may make it impractical, inadvisable or impossible to consummate the merger. Such market conditions or other circumstances may include, for example, changes in any relevant laws or regulations that could impact the merger, a significant deterioration in market or economic conditions, the evolution of Banco Sabadell’s business or the identification of any contingencies or operating or other matters relating to Banco Sabadell that are not disclosed in publicly-available information relating to Banco Sabadell that become known to BBVA following acquisition of control of Banco Sabadell. See “Risk Factors—Risk Relating to the Exchange Offer—Since BBVA did not have access to non-public information regarding Banco Sabadell, BBVA’s ability to accurately anticipate all losses, costs and other liabilities that may be incurred in connection with the exchange offer is necessarily limited. Additionally, any errors or omissions in the information publicly available to BBVA relating to Banco Sabadell may have affected BBVA’s analysis, estimations and determinations with respect to the exchange offer”.

The synergies that BBVA has estimated would be realized upon consummation of a merger with Banco Sabadell (see “BBVA’s Reasons for the Proposed Exchange Offer—Estimated Synergies”) have been estimated without access to non-public information relating to Banco Sabadell and are based on the volume of employees, offices, clients and transactions of Banco Sabadell but considering BBVA’s unit production costs, conditions with its strategic suppliers and process efficiencies. In estimating these synergies, BBVA has not relied on any other methodology or taken into account any other information. BBVA has considered the estimated cost savings in light of cost savings achieved in comparable transactions and based on BBVA’s experience in prior transactions. However, the information or methodology used by BBVA may not be correct and the circumstances applicable to the merger with Banco Sabadell may not be comparable to any of BBVA’s prior transactions, which may result in BBVA’s estimates being incorrect and in BBVA’s inability to realize the synergies it expects to realize upon consummation of a merger with Banco Sabadell.

Since BBVA has not had access to non-public information relating to Banco Sabadell, BBVA’s ability to accurately estimate these synergies is necessarily limited and the synergies and other savings finally realized, and the costs finally incurred to achieve such synergies and other savings, following completion of the exchange offer and the timing in which they are realized or incurred, as applicable, may differ from BBVA’s estimates. Additionally, any error or omission on the publicly-available information regarding Banco Sabadell may affect BBVA’s analysis and estimates.

Additionally, business combinations are inherently complex due to the difficulties associated with the integration of activities and technology, and BBVA cannot give any assurance that it will be able to integrate

 

49

such activities and technology successfully. BBVA’s results of operations may be adversely affected by any liabilities and costs related to the merger with Banco Sabadell, loss of business due to client overlap or loss of clients in favor of competitors. Integrating Banco Sabadell’s IT system within that of BBVA could prove to be particularly difficult and complex, may substantially divert management’s time, attention and resources and may be more expensive, time consuming and resource intensive than anticipated. The difficulties that could be encountered include coordinating personnel, operations and systems, coordinating the geographically dispersed organizations, distraction of management and employees from operations and changes in corporate culture, retaining existing customers and attracting new customers, maintaining business relationships and inefficiencies associated with the coordination of the operations of the companies.

Failure to successfully integrate the businesses and operations of BBVA and Banco Sabadell, could result in the failure to realize some or all of the anticipated benefits of the consummation of a merger with Banco Sabadell, including cost savings and other operating efficiencies.

As a result of the foregoing, BBVA cannot give any assurance that all or part of the synergies expected to be realized following the consummation of a merger with Banco Sabadell following the No-merger Period, including operating cost saving and financing cost savings, will actually be realized.

During the No-merger Period, BBVA and Banco Sabadell will each be required to preserve their respective autonomy in the management of their respective operations.

Pursuant to the Council of Ministers’ Authorization, during the No-merger Period, BBVA and Banco Sabadell shall maintain separate legal personality and shareholders’ equity. As a result, there will not be a merger between BBVA and Banco Sabadell until, at least, following the No-merger Period. During the No-merger Period, each entity must preserve its respective autonomy in the management of its operations aimed at protecting the following general interest concerns: (i) ensuring an adequate maintenance of the objectives of the sectoral regulation linked to support for growth and business activity, (ii) protection of workers, (iii) territorial cohesion, (iv) social policy objectives related to the social work of their respective foundations, financial consumer protection and affordable housing and (v) promotion of research and technological development. According to the Council of Ministers’ Authorization, such autonomy requires that both BBVA and Banco Sabadell adopt their respective management decisions considering the maximization of their respective values as independent entities. For additional information on the Council of Ministers’ Authorization, see “The Exchange Offer—Antitrust Authorizations—Spanish Antitrust Authorization”.

The Autonomy Condition will be in effect at least for a period of three years, beginning on June 24, 2025, extendable for an additional two years.

On July 15, 2025, BBVA filed the Administrative Appeal. As of the date of this offer to exchange/prospectus, the Administrative Appeal is pending. If the Autonomy Condition is declared void as a result of the Administrative Appeal, BBVA may be able to consummate a merger with Banco Sabadell sooner than would otherwise be permitted pursuant to the Council of Ministers’ Authorization. There is no guarantee that BBVA will prevail in the Administrative Appeal. BBVA expects the Administrative Appeal to be resolved in a period of between 18 months and two years.

Compliance with the Autonomy Condition will be supervised by a single administrative body, the Spanish Secretary of State for Economy and Business Support (Secretaria de Estado de Economía y Apoyo a la Empresa, “SEEAE”). To allow the SEEAE to evaluate the efficacy of the Autonomy Condition with respect to the general interest concerns identified above, no earlier than six months nor later than two months prior to June 24, 2028, each of BBVA and Banco Sabadell will be required to submit to the SEEAE a status report describing, in particular, the autonomous management model that each of them has implemented and its contribution to the protection of the general interest concerns identified in the Council of Ministers’ Authorization and a long-term structural plan describing the extent to which their respective corporate strategy will affect, in no less than the following five years, the general interest concerns identified in the Council of Ministers’ Authorization. However, the criteria that the SEEAE will use to evaluate the efficacy of the Autonomy Condition are uncertain.

 

50

Any of the foregoing could materially adversely affect BBVA’s and Banco Sabadell’s business, results of operations, financial condition or prospects after completion of the exchange offer.

If the exchange offer is completed and the TSB Sale is consummated, TSB will, following consummation of the TSB Sale, no longer be part of the BBVA Group. Additionally, the exchange ratio for the exchange offer would be adjusted as a result of the payment of the TSB Sale Dividend only if the ex-dividend date occurs prior to the date of publication of the results of the exchange offer in the Official Quotation Bulletins. Given that, according to the TSB Sale Inside Information Notice, the closing of the TSB Sale is expected to occur in the first quarter of 2026, the exchange ratio is not expected to be adjusted as a result of the payment of the TSB Sale Dividend.

On July 1, 2025, Banco Sabadell published the TSB Sale Inside Information Notice (as defined herein), informing that it had received a binding offer for the consummation of the TSB Sale (as defined herein), and announcing its decision to call an extraordinary general shareholders’ meeting to approve the TSB Sale and the payment of the TSB Sale Dividend. According to the TSB Sale Inside Information Notice, the TSB Sale is subject to the satisfaction of certain conditions precedent, including the authorization of the TSB Sale by Banco Sabadell’s extraordinary general shareholders’ meeting. On August 6, 2025, extraordinary general shareholders’ meetings of Banco Sabadell (i) authorized the TSB Sale and (ii) approved the payment of the TSB Sale Dividend, respectively. Closing of the TSB Sale is expected to occur in the first quarter of 2026. For additional information on the TSB Sale, see “The Exchange Offer—TSB Sale”.

On August 11, 2025, BBVA publicly announced its decision not to withdraw the exchange offer as a result of the authorization of the TSB Sale and the approval of the payment of the TSB Sale Dividend by Banco Sabadell’s respective extraordinary general shareholders’ meetings. Accordingly, if all offer conditions are satisfied as of the end of the acceptance period, BBVA will be required to proceed with completion of the exchange offer despite the proposed TSB Sale.

Furthermore, the exchange ratio for the exchange offer will be adjusted as a result of the payment of the TSB Sale Dividend only if the TSB Sale Dividend has an ex-dividend date occurring prior to the date of publication of the results of the exchange offer in the Official Quotation Bulletins. Given that, according to the TSB Sale Inside Information Notice, the closing of the TSB Sale is expected to occur in the first quarter of 2026 (therefore, after the expected end of the acceptance period) and the payment of the TSB Sale Dividend is conditional upon closing of the TSB Sale, the exchange ratio is not expected to be adjusted as a result of the payment of the TSB Sale Dividend.

If the exchange offer is completed and the TSB Sale is consummated, TSB will, following consummation of the TSB Sale, no longer be part of the BBVA Group, and tendering holders of Banco Sabadell shares who become shareholders of BBVA pursuant to the exchange offer will no longer hold an indirect ownership interest in TSB.

The capital, leverage, liquidity, MREL and resolution profile of the group may be adversely affected if the exchange offer is completed.

Completion of the exchange offer may adversely affect the CET1 ratio, leverage, liquidity, MREL (as defined herein) or resolution profile of the BBVA Group. The estimated impact of the exchange offer on BBVA’s CET1 ratio, leverage, liquidity, MREL or resolution profile has been prepared by BBVA based on a number of assumptions and on publicly-available information relating to Banco Sabadell. See “—Since BBVA did not have access to non-public information regarding Banco Sabadell, BBVA’s ability to accurately anticipate all losses, costs and other liabilities that may be incurred in connection with the exchange offer is necessarily limited. Additionally, any errors or omissions in the information publicly available to BBVA relating to Banco Sabadell may have affected BBVA’s analysis, estimations and determinations with respect to the exchange offer”. As a result, the actual CET1 ratio, leverage, liquidity, MREL or resolution profile of the BBVA Group following completion of the exchange offer may be different from BBVA’s estimates.

 

51

Completion of the exchange offer may also increase the actual or perceived systemic importance of BBVA within the Spanish financial system or give rise to the need for BBVA or Banco Sabadell to issue additional regulatory capital instruments. If the relevant regulators were to impose additional capital, leverage, liquidity, MREL or resolution requirements on the BBVA Group following completion of the exchange offer or any other requirements or constraints on the structure or operations of the BBVA Group, BBVA may be required to raise additional capital instruments or MREL or take such actions as are necessary to comply with such constraints.

The prices of the BBVA shares and the Banco Sabadell shares may be adversely affected if the exchange offer is not completed. Additionally, if the exchange offer is not completed, the business operations of BBVA and Banco Sabadell may have been distorted without being able to realize any anticipated benefits from the exchange offer.

If the exchange offer is not completed, the prices of the BBVA shares and the Banco Sabadell shares may decline or otherwise be subject to fluctuations to the extent that the current market prices of BBVA shares and Banco Sabadell shares reflect a market assumption that the exchange offer will be completed. Additionally, matters relating to the exchange offer may have required substantial commitments of time and resources by BBVA’s and Banco Sabadell’s management. Also, if the exchange offer is not completed, BBVA and Banco Sabadell may experience negative reactions from the investment community and their respective customers, which could adversely affect BBVA’s and Banco Sabadell’s businesses.

If the exchange offer is not completed and Banco Sabadell’s board of directors seeks another merger, business combination or other transaction, holders of Banco Sabadell shares cannot be certain that Banco Sabadell will find a party willing to offer equivalent or more attractive consideration than the consideration that holders of Banco Sabadell shares would have received from BBVA in the exchange offer.

In addition, the failure to complete the exchange offer may result in negative publicity or affect BBVA’s and Banco Sabadell’s reputation in the investment community and may affect BBVA’s and Banco Sabadell’s relationship with employees, clients and other partners in the business community.

If the exchange offer is completed, the liquidity of any Banco Sabadell shares not acquired by BBVA could be adversely affected. Further, BBVA may have the right to squeeze-out any remaining holders of Banco Sabadell shares.

The acquisition of Banco Sabadell shares by BBVA pursuant to the exchange offer will reduce the number of holders of Banco Sabadell shares and the number of Banco Sabadell shares that might otherwise trade publicly which, depending on the number of Banco Sabadell shares acquired by BBVA pursuant to the exchange offer, could adversely affect the liquidity of any remaining Banco Sabadell shares held by the public or result in their automatic delisting from the Spanish Stock Exchanges if BBVA obtains the percentage of voting rights required to exercise its squeeze-out right.

Even if the Banco Sabadell shares continue to be listed on the Spanish Stock Exchanges, the number of Banco Sabadell shares that are publicly held by shareholders other than BBVA or its affiliates may be so small that the liquidity of such securities may be significantly reduced and there may no longer be an active trading market for the Banco Sabadell shares. As a result of the foregoing, you should not assume that the Banco Sabadell shares will continue to be listed on the Spanish Stock Exchanges, or that there will be a liquid and active trading market or a continuation of current price levels for such securities after completion of the exchange offer.

In addition, if the requirements set forth in articles 116 of the Securities Market Law and 47 of the Spanish Takeover Regulation are met, which would require that (i) the exchange offer be accepted by holders of Banco Sabadell shares representing at least 90% of the Banco Sabadell shares subject to the exchange offer; and (ii) following completion of the exchange offer, BBVA holds a number of Banco Sabadell shares representing at least 90% of the voting rights in Banco Sabadell’s share capital (excluding, in each case, any treasury shares held

 

52

by Banco Sabadell), BBVA will exercise its right to demand the squeeze-out of the remaining Banco Sabadell shares at the same consideration (including the share consideration and the exchange offer cash consideration) as offered pursuant to the exchange offer (adjusted, as the case may be, as described in this offer to exchange/prospectus). To this effect, within the three Spanish stock exchange business days following the publication of the results of the exchange offer on the website of the CNMV, BBVA will communicate to the CNMV and publicly announce whether or not the requirements to execute a squeeze-out transaction have been met. In that announcement, or within the two following Spanish stock exchange business days, BBVA will announce the date of the squeeze-out transaction. In accordance with article 48.4 of the Spanish Takeover Regulation, such date will be fixed between the 15^th and the 20^th Spanish business day following the date of such announcement. Such decision will be irrevocable. Upon settlement of such squeeze-out transaction, the Banco Sabadell shares will be automatically delisted from the Spanish Stock Exchanges.

Even if a squeeze-out transaction is effected, pursuant to the Council of Ministers’ Authorization, BBVA will need to comply with the Autonomy Condition during the No-merger Period.

BBVA’s interests may differ from the interests of other shareholders of Banco Sabadell.

Following completion of the exchange offer, BBVA will be Banco Sabadell’s majority shareholder or, if the Minimum Acceptance Condition is waived, at least a significant shareholder of Banco Sabadell, and Banco Sabadell shareholders who have not tendered their Banco Sabadell shares in the exchange offer will remain as Banco Sabadell shareholders. BBVA may have interests which may differ from those of other shareholders of Banco Sabadell. There can be no assurance that the interests of BBVA will coincide with the interests of other Banco Sabadell shareholders. Additionally, following completion of the exchange offer, current shareholders of Banco Sabadell will have less ability to influence the direction of Banco Sabadell. BBVA intends to reflect its controlling or otherwise significant interest in the composition of Banco Sabadell’s board of directors by appointing a number of directors corresponding to at least such interest.

Uncertainties associated with the exchange offer may cause a loss of employees and may otherwise affect the future business and operations of BBVA and Banco Sabadell.

Uncertainty about the effect of the exchange offer on employees and customers may have an adverse effect on BBVA and Banco Sabadell. These uncertainties may impair the ability to retain and motivate key personnel until and after the exchange offer is completed and could cause customers, suppliers, licensees, partners and others that deal with Banco Sabadell or BBVA to defer entering into contracts with Banco Sabadell or BBVA or making other decisions concerning Banco Sabadell or BBVA or seek to change existing business relationships with Banco Sabadell or BBVA. With respect to the retention of key employees, BBVA is not aware of any retention plan in place to retain any of Banco Sabadell’s key employees. If key employees of Banco Sabadell depart because of uncertainty about their future roles, Banco Sabadell’s business following the exchange offer could be harmed.

BBVA has not negotiated the price or terms of the exchange offer with Banco Sabadell.

In evaluating the exchange offer, you should be aware that BBVA has not negotiated the price or terms of the exchange offer with Banco Sabadell and neither Banco Sabadell nor its board of directors has approved the exchange offer.

On April 17, 2024, the Chair of BBVA and the Chairman of Banco Sabadell had a meeting in which the Chair of BBVA informed the Chairman of Banco Sabadell of BBVA’s strategic and financial interest in resuming the merger discussions with Banco Sabadell (by reference to the merger transaction discussed between BBVA and Banco Sabadell in 2020 without reaching an agreement), with a view to creating a leading bank, with greater scale and competitive capacity. On April 30, 2024 due to a media report regarding the abovementioned discussions between the Chair of BBVA and the Chairman of Banco Sabadell, BBVA published an inside

 

53

information notice confirming that the Chairman of Banco Sabadell had been informed of BBVA’s board of directors’ interest in initiating negotiations with Banco Sabadell to explore a potential merger of BBVA and Banco Sabadell. On that same day, BBVA made an indicative proposal in writing to Banco Sabadell relating to a corporate transaction, consisting of the proposed combination of the BBVA Group and the Banco Sabadell Group, through a merger between Banco Sabadell and BBVA (which was published as an inside information notice of BBVA on May 1, 2024 and registered with the CNMV with registry number 2232). On May 6, 2024, Banco Sabadell published an inside information notice registered with the CNMV with registry number 2234, rejecting BBVA’s proposal. Banco Sabadell has refused to negotiate with BBVA regarding its proposal.

Despite BBVA’s attempt to engage with Banco Sabadell’s board of directors and management in friendly discussions regarding a merger, Banco Sabadell’s board of directors and management have refused to engage in discussions with BBVA.

As of the date of this offer to exchange/prospectus, the board of directors of Banco Sabadell has not formally made any recommendation with respect to the exchange offer.

Banco Sabadell is a Spanish company and Spanish law governs the duties and obligations of Banco Sabadell’s board of directors. Under Spanish law, within ten calendar days after the start of the acceptance period, the board of directors of Banco Sabadell is required to issue and publish a detailed and justified report on the exchange offer that must contain, among other items, its comments for and against the exchange offer, disclosure on any agreement that may exist between Banco Sabadell and BBVA or the directors or shareholders thereof, or between any of them and the board members of Banco Sabadell in relation to the exchange offer, the opinion of Banco Sabadell’s directors with respect to the exchange offer, their intention to tender (or not) the Banco Sabadell shares that they directly or indirectly hold into the exchange offer and the existence and nature of any conflict of interest. The report must also contain the potential consequences of the exchange offer on, and the strategic plans of BBVA with respect to, Banco Sabadell, its employees and the location of its activity centers disclosed by BBVA in the offering documents published in Spain. Further, under Rule 14e-2 of the Exchange Act, Banco Sabadell, no later than ten U.S. business days from the date the exchange offer is first published, sent or given, will need to disclose its position (or inability to take a position) with respect to the exchange offer.

BBVA may become the target of lawsuits in connection with the exchange offer and/or the regulatory and other actions taken in connection with the exchange offer, which could result in substantial costs.

Although no lawsuits have been brought against BBVA or its board of directors in connection with the exchange offer and/or the regulatory and other actions taken in connection with the exchange offer as of the date of this offer to exchange/prospectus, lawsuits may be brought against BBVA in connection with the exchange offer, which could result in substantial costs. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the exchange offer, then that injunction may delay or prevent the exchange offer from being completed.

BBVA is organized under the laws of Spain and the vast majority of its assets are, and most of its directors and officers reside, outside of the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States against BBVA or BBVA’s officers and members of BBVA’s board of directors.

BBVA is organized under the laws of Spain. The vast majority of BBVA’s assets are located outside the United States, and most of BBVA’s directors and officers are residents of jurisdictions outside of the United States and the assets of such persons may be located outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon BBVA and its directors or officers, or to enforce judgments obtained in U.S. courts against BBVA or such persons either inside or outside of the United States, or to enforce in U.S. courts judgments obtained against BBVA or such persons in courts in jurisdictions outside the

 

54

United States, in any action predicated upon the civil liability provisions of the federal securities laws of the United States. There is no certainty that civil liabilities predicated solely upon the federal securities laws of the United States can be enforced in Spain, whether by original action or by seeking to enforce a judgment of U.S. courts. In addition, punitive damages awards in actions brought in the United States or elsewhere may be unenforceable in Spain.

BBVA expects to treat the exchange of Banco Sabadell shares for BBVA shares pursuant to the exchange offer as taxable to U.S. holders of Banco Sabadell shares for U.S. federal income tax purposes.

The U.S. federal income tax consequences of the exchange offer to U.S. shareholders of Banco Sabadell will depend on whether a merger of Banco Sabadell with BBVA is consummated after the exchange offer, and, if so, whether the exchange offer (and any Mandatory Tender Offer) and such merger, taken together, will be treated as part of a plan of reorganization and qualify as Reorganization (as defined in “The Exchange Offer—Material U.S. Federal Income Tax Considerations for U.S. Holders”). Although the proper treatment of these transactions, taken together, is not entirely clear, the fact that BBVA is prohibited from consummating a merger with Banco Sabadell during the No-merger Period will likely cause the exchange offer to be taxable to U.S. shareholders of Banco Sabadell for U.S. federal income tax purposes. U.S. shareholders of Banco Sabadell shares should consult their tax advisers regarding whether the exchange offer may nevertheless qualify as part of a Reorganization in the event a merger of Banco Sabadell with BBVA is ultimately consummated (as currently intended by BBVA). U.S. shareholders of Banco Sabadell should note that even if the exchange offer and any future merger, taken together, would be treated as consummated as part of a plan within the meaning of the rules governing reorganizations, there can be no assurance that it would qualify as a nontaxable Reorganization because that treatment would depend, in part, on facts that will not be known until after completion of the exchange offer and potentially only at the time of the merger. BBVA will not seek a ruling from the Internal Revenue Service regarding the treatment of the exchange offer and any subsequent merger. Therefore, U.S. shareholders should expect that the exchange offer will not qualify as part of a Reorganization.

In this case, the receipt of BBVA shares in exchange for Banco Sabadell shares pursuant to the exchange offer will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder exchanging Banco Sabadell shares for BBVA shares pursuant to the exchange offer will recognize gain or loss in an amount equal to the difference, if any, between the sum of the fair market value of the BBVA shares and cash received pursuant to the exchange offer and the U.S. holder’s tax basis in the Banco Sabadell shares exchanged, in each case determined in U.S. dollars.

For further discussion, see “The Exchange Offer—Material U.S. Federal Income Tax Considerations for U.S. Holders”.

Completion of the exchange offer may result in certain tax consequences arising from a change of ownership of Banco Sabadell.

BBVA has had access only to publicly-available information concerning Banco Sabadell’s tax situation. Completion of the exchange offer may result in certain tax consequences arising from a change of ownership of the Banco Sabadell Group. The tax consequences of a change of ownership of a corporation are related, for instance, to (i) the ability to carry-over certain tax relief and other tax benefits, including, but not limited to, tax losses and tax credits incurred prior to completion of the exchange offer; or (ii) certain tax costs not normally associated with the ordinary course of business. Such other tax costs include, but are not limited to, stamp duties, land transfer taxes, franchise taxes and other levies.

Completion of the exchange offer may result in ratings organizations and/or securities analysts taking actions which may adversely affect BBVA’s business, financial condition and results of operations, as well as the market price of BBVA shares.

In connection with completion of the exchange offer, one or more of the main ratings agencies may reevaluate BBVA’s ratings. A downgrade may increase BBVA’s cost of borrowing, may negatively impact

 

55

BBVA’s ability to raise additional debt capital, may negatively impact BBVA’s ability to successfully compete in the marketplace and may negatively impact the willingness of counterparties to deal with BBVA, each of which could have a material adverse effect on the business, financial condition and results of operations of BBVA and the market value of BBVA shares.

In addition, the trading market for BBVA shares depends in part on the research reports that third-party securities analysts publish about BBVA and its industry. In connection with completion of the exchange offer, one or more of these analysts could downgrade the BBVA shares or issue other negative commentary about BBVA or its industry, which could cause the trading price of BBVA shares to decline.

The trading price of BBVA shares may be affected by factors different from those affecting the price of Banco Sabadell shares.

Upon completion of the exchange offer, holders of Banco Sabadell shares that tender their Banco Sabadell shares into the exchange offer will become holders of BBVA shares. BBVA’s business differs from that of Banco Sabadell in various ways, including in the number and characteristics of the various markets in which they operate, and BBVA’s results of operations, as well as the trading price of the BBVA shares, may be affected by factors different from those affecting Banco Sabadell’s results of operations and the price of the Banco Sabadell shares.

Risks Relating to BBVA

You should read and consider the other risk factors specific to BBVA’s businesses that will also affect BBVA after completion of the exchange offer contained in the 2024 Form 20-F that is incorporated by reference into this offer to exchange/prospectus.

Risks Relating to Banco Sabadell

Following completion of the exchange offer, BBVA will be exposed to other risk factors specific to Banco Sabadell or otherwise arising from the exchange offer.

Following completion of the exchange offer, BBVA will be exposed to other risk factors specific to Banco Sabadell’s business or otherwise arising from the exchange offer. These risks include the following, which have been extracted from Banco Sabadell’s publicly-available information:

Macroeconomic and Political Risks

 

•

Unfavorable global economic conditions, and, in particular, in Spain, or any deterioration in the Spanish or general European financial systems.

 

•

The Banco Sabadell Group’s loan portfolio and its overall business are highly concentrated in Spain and the UK, and therefore the Banco Sabadell Group is particularly exposed to any deterioration in the Spanish and UK economies.

Risks Relating to Banco Sabadell’s and the Banco Sabadell Group’s Business

 

•

The Banco Sabadell Group is exposed to risk of loss from legal and regulatory claims.

 

•

Banco Sabadell and the Banco Sabadell Group are subject to substantial regulation and regulatory and governmental oversight. Adverse regulatory developments or changes in government policy in any of the jurisdictions where the Banco Sabadell Group operates could have a material adverse effect on its business, financial condition, results of operations and prospects.

 

•

Increasingly onerous capital requirements constitute one of Banco Sabadell’s main regulatory challenges. Increasing capital requirements may adversely affect Banco Sabadell’s profitability and create regulatory risk associated with the possibility of failure to maintain required capital levels.

 

56

•

The Banco Sabadell Group is subject to rules and regulations regarding money laundering and the financing of terrorism which have become increasingly complex and detailed, require improved systems and sophisticated monitoring and compliance personnel and have become the subject of enhanced government supervision.

 

•

The Banco Sabadell Group’s business is significantly affected by credit and counterparty risk.

 

•

Liquidity risk is inherent in the Banco Sabadell Group’s operations and volatility in global financial markets, particularly in the inter-bank and debt markets, which could materially adversely affect the Banco Sabadell Group’s liquidity position and credit volume.

 

•

Any reduction in Banco Sabadell’s credit rating could increase its cost of funding, adversely affect its interest margins and make its ability to raise new funds or renew maturing debt more difficult.

 

•

The Banco Sabadell Group is exposed to market fluctuations in the price of real estate in various ways.

 

•

The Banco Sabadell Group’s business is subject to fluctuations in interest rates.

 

•

The Banco Sabadell Group is exposed to sovereign debt risk and losses in the market value of the positions held in financial assets.

 

•

The Banco Sabadell Group’s business is dependent on its ability to process a large number of transactions efficiently and accurately, and is therefore exposed to a variety of operational risks including those resulting from process error, system failure, inadequate customer services or the failure of telecommunications or information technology systems.

 

•

The Banco Sabadell Group’s economic hedging may not prevent losses.

 

•

The Banco Sabadell Group faces increasing consolidation of the competition in its business lines.

 

•

The Banco Sabadell Group may generate less income from fee and other commission based transactions in the future.

 

•

The Banco Sabadell Group relies on third parties and affiliates for important products and services.

 

•

The Banco Sabadell Group is exposed to financial risks deriving from climate change.

 

57

UNAUDITED CONDENSED PRO FORMA FINANCIAL INFORMATION

The following pro forma financial information gives effect to completion of the exchange offer.

The pro forma financial information included herein is based on, and should be read in conjunction with, the historical financial statements and related notes of BBVA and Banco Sabadell for the applicable periods included in, or incorporated by reference into, as applicable, this offer to exchange/prospectus. The pro forma financial information presented herein has not been audited and is presented exclusively for illustrative purposes. Due to its nature, this information presents a hypothetical scenario and may not represent the actual financial position or results of the BBVA Group and/or the Banco Sabadell Group, and is not necessarily indicative of what the financial situation or results of BBVA would have been under a combined scenario with the Banco Sabadell Group as of June 30, 2025 for purposes of the consolidated pro forma balance sheet, or for the six months ended June 30, 2025 or the year ended December 31, 2024 for purposes of the pro forma income statements, nor is it intended to project the future financial position or results of the group following completion of the exchange offer. In preparing the pro forma financial information included in this offer to exchange/prospectus BBVA did not have access to non-public information regarding Banco Sabadell. As a result, BBVA prepared the pro forma financial information using solely publicly-available information regarding Banco Sabadell, and financial information of BBVA.

Certain financial information included in this offer to exchange/prospectus, including, without limitation, the pro forma financial information included herein, has been subject to rounding. As a result, figures shown as totals in tables or elsewhere in this offer to exchange/prospectus may not compute due to rounding.

According to the consolidated financial statements of Banco Sabadell as of and for the year ended December 31, 2024, as of December 31, 2024, Banco Sabadell held 78,840,390 Banco Sabadell shares in treasury, representing approximately 1.45% of its share capital, of which 52,531,365 treasury shares had been acquired by Banco Sabadell pursuant to a share buy-back program announced on April 25, 2024. On January 29, 2025, Banco Sabadell announced the completion of a capital reduction consisting of the redemption of such 52,531,365 Banco Sabadell shares. On March 20, 2025, Banco Sabadell’s general shareholders’ meeting approved a €755 million share buy-back program aimed at reducing Banco Sabadell’s share capital through the redemption of the Banco Sabadell shares acquired under the program (the “€755 Million Banco Sabadell Share Buy-Back Program”).

On March 28, 2025, Banco Sabadell announced the commencement on March 31, 2025 of a €247 million share buy-back program, aimed at reducing Banco Sabadell’s share capital through the redemption of the Banco Sabadell shares acquired under the program (the “€247 Million Banco Sabadell Share Buy-Back Program”, and together with the €755 Million Banco Sabadell Share Buy-Back Program, the “Banco Sabadell Share Buy-Back Programs”).

On May 8, 2025, Banco Sabadell reported the completion of the €247 Million Banco Sabadell Share Buy-Back Program, which resulted in the repurchase of 99,460,820 Banco Sabadell shares. On May 29, 2025, the board of directors of Banco Sabadell resolved, in accordance with an authorization received from the ECB, to carry out a share capital reduction through the redemption of such 99,460,820 Banco Sabadell shares (representing approximately 1.85% of Banco Sabadell’s share capital).

On August 4, 2025, Banco Sabadell reported the completion of the €755 Million Banco Sabadell Share Buy-Back Program, which resulted in the repurchase of 264,551,530 Banco Sabadell shares. On August 6, 2025, Banco Sabadell announced that its board of directors had resolved to carry out a share capital reduction through the redemption of such 264,551,530 Banco Sabadell shares (representing, at that time, approximately 5.00% of Banco Sabadell’s share capital). On September 1, 2025, Banco Sabadell announced that such share capital reduction had been registered with the Commercial Registry.

 

58

As of the date of this offer to exchange/prospectus, Banco Sabadell has a share capital of €627,959,716.50, represented by 5,023,677,732 Banco Sabadell shares, with a par value of €0.125 each. According to information reported by Banco Sabadell to the CNMV, as of September 1, 2025, Banco Sabadell held 26,320,329 treasury shares, representing approximately 0.52% of Banco Sabadell’s share capital.

Purpose of Pro Forma Financial Information

The pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X and on the basis of the facts and circumstances set forth under the headings “—Sources of Information” and “—Assumptions and Estimates Used” below. Its purpose is to reflect the estimated impact of completion of the exchange offer under the assumption that (i) BBVA acquires 100% of the outstanding shares of Banco Sabadell subject to the exchange offer (for purposes of this section, the “Full Acquisition Scenario”) or, alternatively, (ii) BBVA acquires 50% of the outstanding shares of Banco Sabadell subject to the exchange offer (for purposes of this section, the “50% Acceptance Scenario”) (in each case, calculated on the basis of the assumptions explained under “—Assumptions and Estimates Used” below) in exchange for newly-issued BBVA shares according to the exchange ratio). See also “—Impact of Other Potential Scenarios on the Pro Forma Financial Information”. Impacts on the pro forma financial information in a 30% Acceptance Scenario (as defined below) are addressed under “—Impact of Other Potential Scenarios on the Pro Forma Financial Information—BBVA’s Ability to Consolidate Banco Sabadell’s Financial Position and Results of Operations Within the BBVA Group’s Consolidated Financial Statements”, assuming that, with only 30% of Banco Sabadell’s voting rights, BBVA would not control Banco Sabadell upon completion of the exchange offer.

The pro forma financial information includes (i) a combined unaudited condensed consolidated pro forma balance sheet of the BBVA Group as of June 30, 2025 which would result from the combination of the consolidated balance sheet of the Banco Sabadell Group and the consolidated balance sheet of the BBVA Group as of such date; and (ii) combined unaudited condensed consolidated pro forma income statements of the BBVA Group for the six months ended June 30, 2025 and for the year ended December 31, 2024, respectively, which would result from the combination of the consolidated income statement of the Banco Sabadell Group and the consolidated income statement of the BBVA Group for such periods, in each case assuming that completion of the exchange offer under each of the Full Acquisition Scenario and the 50% Acceptance Scenario and the related change of control of Banco Sabadell, had occurred, with respect to the pro forma income statements, as of January 1, 2024, and with respect to the pro forma consolidated balance sheet, as of June 30, 2025.

Sources of Information

The pro forma financial information reflects the business combination of the BBVA Group and the Banco Sabadell Group using, exclusively, publicly-available information of Banco Sabadell as of and for the six months ended June 30, 2025 (principally the condensed consolidated interim financial statements of Banco Sabadell as of and for the six months ended June 30, 2025 which are included in Appendix I hereto) and as of and for the year ended December 31, 2024 (principally the consolidated financial statements of Banco Sabadell as of and for the year ended December 31, 2024 which are included in Appendix I hereto), as well as information published by Banco Sabadell regarding Banco Sabadell’s payment of dividends and changes in treasury shares in 2025 and repurchases of Banco Sabadell shares under the Banco Sabadell Share Buy-Back Programs. Neither Banco Sabadell’s condensed consolidated interim financial statements as of and for the six months ended June 30, 2025 nor Banco Sabadell’s consolidated financial statements as of and for the year ended December 31, 2024 have been audited under U.S. GAAS, and such financial statements are therefore not considered audited financial statements under SEC rules. Consequently, no audit report has been included herein on such consolidated financial statements. However, as a listed company in Spain, Banco Sabadell is subject to ongoing reporting requirements under CNMV rules, including that its annual financial statements be audited under prevailing legislation regulating the audit of accounts in Spain. The pro forma financial information has been prepared using the consolidated financial statements of BBVA as of and for the six months ended June 30, 2025 included in the BBVA First Half 2025 Results Form 6-K incorporated by reference herein and as of and for the year ended December 31, 2024 included in the 2024 Form 20-F incorporated by reference herein, as well as information published by BBVA regarding BBVA’s payment of dividends and changes in treasury shares in 2025.

 

59

Basis of Presentation

The pro forma financial information has been prepared on the basis of the historical consolidated financial information of each of BBVA and Banco Sabadell, which has been prepared, in the case of BBVA, in compliance with IFRS-IASB and, in the case of Banco Sabadell, in accordance with IFRS-EU. See “Note on Banco Sabadell Information—Description of Certain Differences Between IFRS-EU and IFRS-IASB”.

The pro forma financial information presented herein includes:

 

•

A combined unaudited condensed consolidated pro forma balance sheet of the BBVA Group as of June 30, 2025, which has been prepared based on the consolidated balance sheets of each of BBVA and Banco Sabadell as of June 30, 2025, incorporating preliminary fair value adjustments assuming that completion of the exchange offer under each of the Full Acquisition Scenario and the 50% Acceptance Scenario and the related change of control of Banco Sabadell had occurred as of June 30, 2025.

 

•

A combined unaudited condensed consolidated pro forma income statement of the BBVA Group for the six months ended June 30, 2025, which has been prepared based on the consolidated income statements of each of BBVA and Banco Sabadell for the six months ended June 30, 2025, assuming that completion of the exchange offer under each of the Full Acquisition Scenario and the 50% Acceptance Scenario and the related change of control of Banco Sabadell had occurred as of January 1, 2024.

 

•

A combined unaudited condensed consolidated pro forma income statement of the BBVA Group for the year ended December 31, 2024, which has been prepared based on the consolidated income statements of each of BBVA and Banco Sabadell for the year ended December 31, 2024, assuming that completion of the exchange offer under each of the Full Acquisition Scenario and the 50% Acceptance Scenario and the related change of control of Banco Sabadell had occurred as of January 1, 2024.

 

•

Accompanying explanatory notes describing the sources of information, assumptions and estimates for the preparation of the pro forma financial information.

For the preparation of the pro forma financial information included herein, IFRS 3 “Business Combinations” has been considered. Additionally, in order to complete such valuation and adjust the impacts of the business combination in accordance with paragraphs 45 and B67 of such standard, the standard establishes the possibility of extending the valuation measurement period to one year from the date the transaction takes place.

Assumptions and Estimates Used

The pro forma financial information reflects completion of the exchange offer under each of the Full Acquisition Scenario and the 50% Acceptance Scenario. The adjustments included in the pro forma financial information solely include those that are factually supportable on the basis of the information that is publicly available to BBVA. See “—Sources of Information” above.

The main assumptions and estimates used in the preparation of the pro forma financial information are the following:

 

•

There are 5,023,677,732 Banco Sabadell shares subject to the exchange offer, which is the number of Banco Sabadell shares representing 100% of the share capital of Banco Sabadell as of September 1, 2025, according to information published by Banco Sabadell on such date.

 

•

BBVA’s capital increase is carried out in the proportion of one newly-issued BBVA share for each 5.5483 Banco Sabadell shares, without any further adjustment for any dividends paid. Therefore, the number of BBVA shares to be issued in the event of completion of the exchange offer under the Full Acquisition Scenario and the 50% Acceptance Scenario is approximately 905 million BBVA shares and approximately 453 million BBVA shares, respectively. The acquisition costs of the business combination will be determined on the basis of the trading price of the BBVA shares delivered to

 

60

holders of Banco Sabadell shares in accordance with the exchange ratio applicable upon completion of the exchange offer. The estimated value of such capital increase in the event of completion of the exchange offer under the Full Acquisition Scenario and the 50% Acceptance Scenario amounts to approximately €11,821 million and €5,910 million, respectively, using a trading price of €13.055 per BBVA share (which corresponds to the price per BBVA share as of June 30, 2025, and which corresponds to a trading price of €2.353 per Banco Sabadell share upon application of the exchange ratio of one newly-issued BBVA share for each 5.5483 Banco Sabadell shares). See “—Impact of Other Potential Scenarios on the Pro Forma Financial Information—Sensitivity of Goodwill/(Negative Goodwill) to the Trading Price of the BBVA Shares” below.

 

•

Additionally, the exchange offer cash consideration (as adjusted for the dividends paid by BBVA on October 10, 2024 and April 10, 2025) is considered part of the pro forma adjustments, that is €634 million and €317 million in the event of completion of the exchange offer under the Full Acquisition Scenario and the 50% Acceptance Scenario, respectively (€0.70 for each 5.5483 shares of Banco Sabadell). For purposes of preparing the pro forma financial information as of June 30, 2025, the estimated value of the capital increase in the event of completion of the exchange offer under the Full Acquisition Scenario and the 50% Acceptance Scenario amounts to approximately €12,454 million and €6,227 million, respectively.

 

•

On the other hand, the costs associated with the exchange offer or the cash payment corresponding to the settlement of any fractional shares have not been considered, since they are not considered material.

 

•

The pro forma financial information does not reflect any cost savings, financing synergies or restructuring costs arising or resulting from the exchange offer that are expected to be realized in the future. Similarly, it does not reflect the possible impact of other adverse effects that could result from the exchange offer, including extraordinary taxes (for example, levies against the banking sector), the termination of contracts or the loss of customers due to redundancies or weakening of brand loyalty. Costs expected to be incurred in connection with the acquisition of control of Banco Sabadell will be accounted for when incurred.

 

•

No transactions or balances have been identified between BBVA and Banco Sabadell that could have a significant impact on the pro forma financial information, therefore no elimination or adjustment of such nature has been made.

 

•

The exchange offer has been treated as an acquisition, with BBVA as the accounting acquirer and Banco Sabadell as the accounting acquiree. Therefore, the adjustments include the elimination of Banco Sabadell’s equity and the impact of the estimated value of the consideration that would be paid if the exchange offer were completed (i.e., the estimated value of the capital increase).

 

•

BBVA has not made any adjustments related to differences in accounting policies between BBVA and Banco Sabadell given that BBVA has only used publicly-available information relating to Banco Sabadell and BBVA cannot adequately evaluate the adjustments that would need to be made to eliminate such differences on the basis of such information. Additionally, given the absence of information in Banco Sabadell’s condensed consolidated interim financial statements as of and for the six months ended June 30, 2025 and Banco Sabadell’s consolidated financial statements as of and for the year ended December 31, 2024 regarding the extent of macro hedging accounting that could potentially fail to comply with IFRS-IASB, BBVA is not able to calculate the harmonization adjustments that would need to be applied to the consolidated financial information of Banco Sabadell as of any date or for any period in order to make such information compliant with IFRS-IASB. Accordingly, BBVA has not made any harmonization adjustments to the consolidated financial information of Banco Sabadell as of any date or for any period to make such information compliant with IFRS-IASB.

 

•

The exchange offer will generate certain legal, accounting and valuation costs and other professional fees, as well as other costs for the registration and issuance of shares, which will be recorded in

 

61

accordance with IFRS 3 “Business Combinations”, IFRS 9 “Financial Instruments” and IAS 32 “Financial Instruments: Presentation”. As of the date of the preparation of the pro forma financial information, the majority of these costs had not been incurred, and, given that these costs are not estimated to be significant, such costs have not been taken into account in the preparation of the pro forma financial information.

 

•

The pro forma financial information does not reflect any adjustments that could arise as a result of the consummation of the TSB Sale or the payment of the TSB Sale Dividend. See “The Exchange Offer—TSB Sale”.

The unaudited pro forma adjustments included in the pro forma financial information, the value of the consideration that would be paid if the exchange offer were completed (i.e., the estimated value of the capital increase), the accounting allocation of the purchase price made in accordance with IFRS 3 as well as the estimated fair value of assets, liabilities and contingent liabilities to be acquired are preliminary and subject to change, since they have been based exclusively on publicly-available financial information corresponding to the six months ended June 30, 2025 and the year ended December 31, 2024, as applicable. The pro forma financial information differs from information previously publicly disclosed by BBVA or disclosed in other sections of this offer to exchange/prospectus regarding the expected financial impacts of the exchange offer, which included prospective information and was prepared on the basis of estimates made by BBVA based on BBVA’s own experience in prior acquisitions and customary market practices and methodologies observed in similar transactions, whereas the pro forma financial information included herein has been prepared in compliance with applicable SEC rules. These differences may mainly affect the valuation of loan portfolios, client relationships (including possible intangibles related to client deposits), software, investments, costs for terminating agreements with third parties, property and potential contingencies. For purposes of the preparation of the pro forma financial information, BBVA has used the book value of the relevant assets and liabilities as the best reference for these estimations in the absence of additional information, which is currently not available to BBVA. When the relevant information is available, final estimates of fair value could differ materially from those estimated in the pro forma financial information.

Differences between the preliminary estimates included herein and the final acquisition accounting will likely occur when the value of the consideration is determined once control of Banco Sabadell is acquired and the necessary valuation analysis to finalize the purchase price allocation exercise are performed and any necessary accounting changes and adjustments related to such acquisition of control are identified, and these differences could be material. The differences, if any, could be material. In accordance with paragraphs 45 and B67 of IFRS 3 “Business Combinations”, it is possible to extend the valuation measurement period to one year from the date the transaction takes place.

Main Adjustments to the Pro Forma Financial Information

The pro forma financial information presented below reflects completion of the exchange offer under each of the Full Acquisition Scenario and the 50% Acceptance Scenario.

The assignment of the provisional purchase price implicit in the exchange ratio and included in the pro forma financial information is preliminary, is subject to subsequent adjustments as additional information becomes available and additional analyses are performed through completion of the exchange offer, and has been made solely with the aim of preparing the pro forma financial information presented below.

The pro forma financial information presented below includes a breakdown of the principal adjustments included based solely upon publicly-available information regarding Banco Sabadell corresponding to the six months ended June 30, 2025 and the year ended December 31, 2024, as applicable.

The adjustments included in the pro forma financial information solely include those that are factually supportable on the basis of the information that is publicly available to BBVA.

 

62

Combined Unaudited Condensed Consolidated Pro Forma Balance Sheet as of June 30, 2025

The table below presents the combined unaudited condensed consolidated pro forma balance sheet of the BBVA Group as of June 30, 2025, as if the exchange offer had been completed as of such date and assuming completion of the exchange offer under each of the Full Acquisition Scenario and the 50% Acceptance Scenario.

 

		A				B				C (A+B)				D				E (C+D)				F				G (C+F)
		BBVA June 30, 2025				Banco Sabadell June 30, 2025(*)				Aggregated				Pro forma adjustments assuming Full Acquisition Scenario				Combined pro forma balance sheet assuming Full Acquisition Scenario				Pro forma adjustments assuming 50% Acceptance Scenario				Combined pro forma balance sheet assuming 50% Acceptance Scenario
		(€ million)
Cash, cash balances in central banks and other demand deposits (**)			40,017				26,359				66,376				(1,346	)			65,030				(1,029	)			65,347
Financial assets at fair value through profit and loss			118,217				3,927				122,144								122,144								122,144
Financial assets at fair value through other comprehensive income			58,182				6,473				64,655								64,655								64,655
Financial assets at amortized cost (a)			523,662				201,363				725,025				(627	)			724,398				(627	)			724,398
Intangible assets			2,563				2,556				5,119				(541	)			4,578				(780	)			4,340
Of which goodwill (***)			680				1,018				1,698				(541	)			1,157				(780	)			919
Of which other intangible assets			1,883				1,538				3,421								3,421								3,421
Other assets (b)			34,333				11,694				46,027				320				46,348				320				46,348
Total assets			776,974				252,373				1,029,347				(2,194	)			1,027,153				(2,116	)			1,027,231
Financial liabilities held for trading			82,995				2,068				85,063								85,063								85,063
Financial liabilities at amortized cost (c)			588,469				233,787				822,256				421				822,678				421				822,678
Other liabilities (d)			44,624				2,027				46,651				19				46,670				19				46,670
Total liabilities			716,088				237,882				953,970				440				954,410				440				954,410
Shareholders’ funds			75,724				14,996				90,720				(3,176	)			87,545				(9,086	)			81,634
Of which capital			2,824				661				3,485				(217	)			3,268				(439	)			3,046
Of which share premium			19,184				7,355				26,539				4,022				30,561				(1,667	)			24,872
Of which result attributable to owners of the parent during the period			5,447				975				6,422				(975	)			5,447				(975	)			5,447
Of which negative goodwill (badwill) recognized in results			—				—				—								—								—
Of which reserves and other components of shareholders’ funds			48,269				6,005				54,274				(6,005	)			48,269				(6,005	)			48,269
Accumulated other comprehensive income (loss)			(18,896	)			(541	)			(19,437	)			541				(18,896	)			541				(18,896	)
Minority interests			4,059				36				4,095								4,095				5,989				10,083
Total equity (****)			60,887				14,491				75,378				(2,635	)			72,743				(2,556	)			72,821
Total equity and total liabilities			776,974				252,373				1,029,347				(2,194	)			1,027,153				(2,116	)			1,027,231

(*)	Information subject to rounding given that Banco Sabadell’s publicly-available financial information is expressed in thousands of euros and the pro forma financial information is expressed in millions of euros.

(**) Cash, cash balances in central banks and other demand deposits:

 

63

The table below shows a reconciliation between the aggregated “Cash, cash balances in central banks and other demand deposits” and the adjustments to the “Cash, cash balances in central banks and other demand deposits” combined pro forma values set forth above:

 

		Full Acquisition Scenario				50% Acceptance Scenario
		(€ million)
Aggregated cash, cash balances in central banks and other demand deposits			66,376				66,376
Exchange offer cash consideration (corresponding to €0.70 per BBVA share and a total number of newly-issued BBVA shares of 905 million and 453 million to be issued under the Full Acquisition Scenario and the 50% Acceptance Scenario, respectively)			(634	)			(317	)
Dividends paid to shareholders of Banco Sabadell after June 30, 2025 (corresponding to €0.07 per Banco Sabadell share and a total number of Banco Sabadell shares of 4,997 million, excluding all treasury shares of Banco Sabadell)			(350	)			(350	)
Execution of Banco Sabadell Share Buy-Back Programs (after June 30, 2025 and through August 1, 2025 based on information published by Banco Sabadell on August 4, 2025)			(362	)			(362	)
Combined pro forma cash, cash balances in central banks and other demand deposits			65,030				65,347

 

(***)

Goodwill:

The value of goodwill from previous business combinations broken down in the condensed consolidated interim financial statements of Banco Sabadell as of and for the six months ended June 30, 2025 does not represent an identifiable asset that would be acquired upon completion of the exchange offer according to IFRS 3 “Business Combinations”. Accordingly, this value must be removed from the acquiring entity’s balance sheet before calculating the goodwill resulting from completion of the exchange offer. The negative adjustments made in the event of completion of the exchange offer under both the Full Acquisition Scenario and the 50% Acceptance Scenario amount to €1,018 million.

 

64

Additionally, based on financial information as of June 30, 2025, and taking into account the pro forma adjustments described in this section, the difference between the consideration offered and total equity as of June 30, 2025 would provisionally result in goodwill of €477 million in the Full Acquisition Scenario and €239 million in the 50% Acceptance Scenario, reflected in the combined unaudited condensed consolidated pro forma income statement and as shown in the below table:

 

		Full Acquisition Scenario				50% Acceptance Scenario
		(€ million)
Estimated transaction cost			12,454				6,227
Minority interest recognition			—				5,989
Estimated fair value of assets and liabilities acquired			11,977				11,977
Net equity attributable to Banco Sabadell			13,743				13,743
Of which: Net equity of Banco Sabadell as of June 30, 2025			14,491				14,491
Of which: Minority interests as of June 30, 2025			(36	)			(36	)
Of which: Dividends paid to shareholders of Banco Sabadell after June 30, 2025 (corresponding to €0.07 per Banco Sabadell share and a total number of Banco Sabadell shares of 4,997 million, excluding all treasury shares of Banco Sabadell)			(350	)			(350	)
Execution of Banco Sabadell Share Buy-Back Programs (after June 30, 2025 and through August 1, 2025 based on information published by Banco Sabadell on August 4, 2025)			(362	)			(362	)
Estimated adjustments to fair value			(1,766	)			(1,766	)
Of which: Financial assets at amortized cost (fixed income)			(627	)			(627	)
Of which: Financial liabilities at amortized cost (issuances)			(421	)			(421	)
Of which: Intangible assets (goodwill)			(1,018	)			(1,018	)
Of which: Provisions (contingencies)			(19	)			(19	)
Of which: Tax effects (rest of adjustments)			320				320
Resulting negative goodwill (badwill)			477				239

 

(****)

Total equity:

As described in this offer to exchange/prospectus, an exchange ratio of one newly-issued BBVA share for each 5.5483 Banco Sabadell shares has been established for the exchange offer (adjusted, as the case may be, as described in this offer to exchange/prospectus). In the preparation of the pro forma financial information, the trading price of BBVA’s shares as of June 30, 2025 has been used as a main assumption in the determination of the cost of completing the exchange offer. See “—Impact of Other Potential Scenarios on the Pro Forma Financial Information—Sensitivity of Goodwill/(Negative Goodwill) to the Trading Price of the BBVA Shares” below.

The number of BBVA shares to be issued in exchange for Banco Sabadell shares if the exchange offer were completed under the Full Acquisition Scenario and the 50% Acceptance Scenario, at the aforementioned exchange ratio, would be 905 million BBVA shares and 453 million BBVA shares, respectively, with a par value of €0.49 each.

Based on this maximum number of BBVA shares to be issued in the capital increase, the trading price of BBVA shares as of June 30, 2025 and the exchange offer cash consideration, the estimated cost of completing the exchange offer under the Full Acquisition Scenario and the 50% Acceptance Scenario would amount to €12,454 million or €6,227 million, respectively. The actual cost will vary depending on the trading price of BBVA shares upon the settlement of the exchange offer.

The pro forma adjustments included in the combined unaudited condensed consolidated pro forma balance sheet reflect a capital increase of €444 million and €222 million under the Full Acquisition Scenario and the

 

65

50% Acceptance Scenario, respectively, which amounts correspond to the par value of the new BBVA shares to be issued, and an increase in share premium in the amount of €11,377 million and €5,688 million, respectively, which represent the difference between such trading price and the par value of the BBVA shares to be issued. These adjustments have been recorded under shareholders’ funds (share capital and share premium) in the combined unaudited condensed consolidated pro forma balance sheet.

In addition, the line item “Shareholders’ funds—reserves and other components of shareholders’ funds” is adjusted as follows:

 

		Full Acquisition Scenario				50% Acceptance Scenario
		(€ million)
Reclassification of other line items included in net equity attributable to Banco Sabadell			8,450				8,450
Elimination of net equity attributable to Banco Sabadell			(13,743	)			(13,743	)
Dividends paid by Banco Sabadell and execution of Banco Sabadell Share Buy-Back Programs (after June 30, 2025 and through August 1, 2025 based on information published by Banco Sabadell on August 4, 2025)			(712	)			(712	)
Changes in reserves and other components of shareholders’ funds			(6,005	)			(6,005	)

Additionally, the combined unaudited condensed consolidated pro forma balance sheet of the BBVA Group as of June 30, 2025 in the 50% Acceptance Scenario recognizes “minority interests” measured at fair value amounting to €5,989 million. The table below shows a reconciliation between the aggregated total equity and the combined pro forma total equity under each of the Full Acquisition Scenario and the 50% Acceptance Scenario:

 

		Full Acquisition Scenario				50% Acceptance Scenario
		(€ million)
Aggregated total equity			75,378				75,378
Estimated transaction cost			12,454				6,227
Elimination of net equity attributable to Banco Sabadell			(13,743	)			(13,743	)
Minority interests			—				5,989
Dividends paid to shareholders of Banco Sabadell after June 30, 2025 (corresponding to €0.07 per Banco Sabadell share and a total number of Banco Sabadell shares of 4,997 million, excluding all treasury shares of Banco Sabadell)			(350	)			(350	)
Execution of Banco Sabadell Share Buy-Back Programs (after June 30, 2025 and through August 1, 2025 based on information published by Banco Sabadell on August 4, 2025)			(362	)			(362	)
Exchange offer cash consideration (corresponding to €0.70 per BBVA share and a total number of newly-issued BBVA shares of 905 million and 453 million to be issued under the Full Acquisition Scenario and the 50% Acceptance Scenario, respectively)			(634	)			(317	)
Combined pro forma total equity			72,743				72,821

Notes on the pro forma adjustments to the combined unaudited condensed consolidated pro forma balance sheet as of June 30, 2025 for fair value:

 

(a)	Fixed-income portfolios (included under “Financial assets at amortized cost”):

Fixed-income portfolios at amortized cost include financial instruments that mostly correspond to level 1 in the fair value hierarchy, to the extent their fair value is directly observable in the market. Therefore, the

 

66

adjustment made in the table above is based on the fair value broken down in the condensed consolidated interim financial statements of Banco Sabadell as of and for the six months ended June 30, 2025. The adjustment to the fixed-income portfolios within financial assets at amortized cost if the exchange offer were completed under any of the Full Acquisition Scenario or the 50% Acceptance Scenario amounts to €(627) million. The fair value of these assets could fluctuate depending on the evolution of interest rates, the credit risk premium and any changes to the maturity of the instruments. Accordingly, the related adjustment ultimately made upon completion of the exchange offer could vary significantly.

 

(b)	Tax impacts (included under “Other assets”):

The adjustments described herein would result in corresponding tax impacts, calculated on the basis of the general corporate income tax rate currently in effect in Spain with respect to credit institutions (30%). Broken down in the event of completion of the exchange offer under any of the Full Acquisition Scenario or the 50% Acceptance Scenario, the adjustment would be as follows: with respect to assets (included under “other assets”), fixed-income portfolios (€188 million), own issuances of financial instruments (€126 million) and legal contingencies (€6 million).

 

(c)	Own issuances of financial instruments (included under “Financial liabilities at amortized cost”):

Own issuances of financial instruments include financial instruments that mostly correspond to level 1 in the fair value hierarchy, to the extent their fair value is directly observable in the market. Therefore, the adjustment made in the table above is based on the fair value broken down in the condensed consolidated interim financial statements of Banco Sabadell as of and for the six months ended June 30, 2025. The adjustment corresponding to debt issuances in the event of completion of the exchange offer under any of the Full Acquisition Scenario or the 50% Acceptance Scenario amounts to €421 million. The fair value of these liabilities could fluctuate depending on the evolution of interest rates, the credit risk premium and any changes to the maturity of the instruments. Accordingly, the related adjustment ultimately made upon completion of the exchange offer could vary significantly.

 

(d)	Contingencies (included under “Other liabilities”)

The maximum amount of contingencies related to mortgage floor clauses, not covered by provisions, has been estimated at €19 million, as detailed in the consolidated financial statements of Banco Sabadell as of and for the year ended December 31, 2024.

 

67

Combined Unaudited Condensed Consolidated Pro Forma Income Statement for the six months ended June 30, 2025

The table below presents the combined unaudited condensed consolidated pro forma income statement of the BBVA Group for the six months ended June 30, 2025, as if the exchange offer had been completed as of January 1, 2024 and assuming completion of the exchange offer under each of the Full Acquisition Scenario and the 50% Acceptance Scenario.

 

		A				B				C (A+B)				D				E (C+D)				F				G (C+F)
		BBVA six months ended June 30, 2025				Banco Sabadell six months ended June 30, 2025 (*)				Aggregated				Pro forma adjustments assuming Full Acquisition Scenario				Combined pro forma income statement assuming Full Acquisition Scenario				Pro forma adjustments assuming 50% Acceptance Scenario				Combined pro forma income statement assuming 50% Acceptance Scenario
		(€ million)
Net interest income (a)			12,607				2,425				15,032				97				15,129				97				15,129
Results of entities valued by the equity method & dividend income			106				102				208								208								208
Net fees and commissions			4,011				694				4,705								4,705								4,705
NTI and exchange differences (net)			1,431				29				1,460								1,460								1,460
Other operating income and expenses from commercial and insurance activity			(120	)			(35	)			(155	)							(155	)							(155	)
Gross income			18,034				3,214				21,248				97				21,345				97				21,345
Administration and amortization expenses			(6,787	)			(1,510	)			(8,297	)							(8,297	)							(8,297	)
Provisions or reversal of provisions			(133	)			(3	)			(136	)							(136	)							(136	)
Impairment or reversal of impairment of financial assets not measured at fair value with changes in results and net gains or losses due to modification			(2,761	)			(218	)			(2,979	)							(2,979	)							(2,979	)
Negative goodwill (badwill) recognized in results			—				—				—								—								—
Other income (expenses)			71				(53	)			18								18								18
Profit (loss) before taxes from continuing operations			8,424				1,431				9,855				97				9,951				97				9,951
Tax expense or income related to profit or loss from continuing operations (b)			(2,626	)			(454	)			(3,080	)			(29	)			(3,109	)			(29	)			(3,109	)
Profit (loss)			5,798				976				6,774				68				6,842				68				6,842
Attributable to minority interests (non-controlling interests)			351				1				352								352				522				874
Attributable to the owners of the parent			5,447				975				6,422				68				6,490				(454	)			5,968
Additional Tier 1 securities adjustment			(200	)			(57	)			(257	)							(257	)							(228	)
Weighted-average number of shares (in millions)			5,753												905				6,658				453				6,206
Basic and diluted earnings (losses) per share from continuing operations (in euros)			0.91																0.94								0.92

(*)	Information subject to rounding given that Banco Sabadell’s publicly-available financial information is expressed in thousands of euros and the pro forma financial information is expressed in millions of euros.

 

(**)	The pro forma adjustments to the combined unaudited condensed consolidated pro forma income statement for the six months ended June 30, 2025 have been prepared considering the pro forma adjustments to the combined unaudited condensed consolidated pro forma balance sheet as of June 30, 2025.

 

68

Notes on the pro forma adjustments to the combined unaudited condensed consolidated pro forma income statement for the six months ended June 30, 2025:

 

(a)	Valuation of assets and liabilities recorded at amortized cost:

As a consequence of the change in the valuation of assets and liabilities recorded at amortized cost, the accrual of interest is impacted, resulting in higher net interest income of €44 million associated with fixed income instruments and €53 million associated with securities issuances.

 

(b)	Tax impacts:

The adjustments described above would result in corresponding tax impacts, calculated on the basis of the general corporate income tax rate currently in effect in Spain with respect to credit institutions (30%).

Combined Unaudited Condensed Consolidated Pro Forma Income Statement for the year ended December 31, 2024

The table below presents the combined unaudited condensed consolidated pro forma income statement of the BBVA Group for the year ended December 31, 2024, as if the exchange offer had been completed as of January 1, 2024 and assuming completion of the exchange offer under each of the Full Acquisition Scenario and the 50% Acceptance Scenario.

 

		A				B				C (A+B)				D				E (C+D)				F				G (C+F)
		BBVA year ended Dec. 31, 2024				Banco Sabadell year ended Dec. 31, 2024 (*)				Aggregated				Pro forma adjustments assuming Full Acquisition Scenario				Combined pro forma income statement assuming Full Acquisition Scenario				Pro forma adjustments assuming 50% Acceptance Scenario				Combined pro forma income statement assuming 50% Acceptance Scenario
		(€ million, except weighted-average number of shares and earnings per share)
Net interest income (a)			25,267				5,021				30,288				193				30,481				193				30,481
Results of entities valued by the equity method & dividend income			160				166				326								326								326
Net fees and commissions			7,988				1,357				9,344								9,344								9,344
NTI and exchange differences (net)			3,913				87				4,000								4,000								4,000
Other operating income and expenses from commercial and insurance activity			(1,846	)			(294	)			(2,140	)							(2,140	)							(2,140	)
Gross income			35,481				6,337				41,818				193				42,012				193				42,012
Administration and amortization expenses			(14,193	)			(3,084	)			(17,277	)							(17,277	)							(17,277	)
Provisions or reversal of provisions			(198	)			(44	)			(241	)							(241	)							(241	)
Impairment or reversal of impairment of financial assets not measured at fair value with changes in results and net gains or losses due to modification			(5,745	)			(592	)			(6,337	)							(6,337	)							(6,337	)
Negative goodwill (badwill) recognized in results
Other income (expenses)			61				(104	)			(43	)							(43	)							(43	)
Profit (loss) before taxes from continuing operations			15,405				2,514				17,919				193				18,113				193				18,113
Tax expense or income related to profit or loss from continuing operations (b)			(4,830	)			(685	)			(5,516	)			(58	)			(5,574	)			(58	)			(5,574	)
Profit (loss)			10,575				1,829				12,404				135				12,539				135				12,539

 

69