BBVA's share capital reduction

Banco Bilbao Vizcaya Argentaria SA

23 December 2025

 

Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA" or the "Company"), in compliance with the securities market legislation, hereby communicates the following:

OTHER RELEVANT INFORMATION

Notice is hereby given of the partial execution of the share capital reduction resolution adopted by the Ordinary General Shareholders' Meeting of BBVA held on 21 March 2025, under agenda item three, through the reduction of BBVA's share capital in a nominal amount of 26,615,214.85 euros, by means of the cancellation of 54,316,765 own shares of 0.49 euros par value each held by the Company as treasury shares.

The own shares subject to the cancellation were acquired derivatively by the Company in execution of the program for the repurchase of own shares, which was communicated by means of inside information dated 30 October 2025 (registration number 2,966). The completion of the program for the repurchase of own shares was communicated by BBVA as other relevant information on 10 December 2025 (registration number 38,097).

Following the cancellation of the 54,316,765 own shares with a par value of 26,615,214.85 euros, BBVA's share capital has been set at 2,797,394,663 euros, represented by 5,708,968,700 shares with a par value of 0.49 euros each.

This capital reduction does not entail the return of contributions, since the Company itself is the owner of the redeemed shares, and is charged to unrestricted reserves, through the allocation of the reserve for redeemed capital for an amount equal to the par value of the redeemed shares, which can only be used under the same conditions as those required for the reduction of the share capital, in application of the provisions of Article 335 c) of the Spanish Companies Act. Consequently, the Company's creditors will not have the right of opposition referred to in Article 334 of the Spanish Companies Act.

Likewise, notice is hereby given that BBVA will request the delisting of the redeemed shares from the relevant Stock Exchanges and the cancellation of the redeemed shares in the accounting records of "Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A." (Sociedad Unipersonal) (IBERCLEAR).

Madrid, 23 December 2025

 

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