REG - Banco Bil.Viz.Argent - Share Buyback Program

Banco Bilbao Vizcaya Argentaria SAAnnouncement

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RNS Number : 2789M  Banco Bilbao Vizcaya Argentaria SA  19 December 2025

Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA" or the "Company"), in compliance
with the Spanish Securities Market legislation, hereby proceeds to notify the
following:

 

 

INSIDE INFORMATION

 

Further to the notice of inside information of 16 October 2025, with CNMV
registration number 2942, BBVA has received the required authorization from
the European Central Bank for the buyback and cancellation of own shares of
BBVA for a maximum aggregate amount of 3,960 million euros, in one or several
tranches and until 8 December 2026 (the "Authorization"). The maximum amount
of 3,960 million euros has been fully deducted from BBVA's individual and
consolidated common equity tier 1 (CET1) as from the Authorization receipt.

 

Once the Authorization has been obtained, and in exercise of the authority
delegated to it by the Annual Shareholders' Meeting of BBVA held on 18 March
2022, the Board of Directors of BBVA, in its meeting held on 18 December 2025,
has agreed to carry out a program scheme for the buyback of own shares in
accordance with the provisions of Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse and Commission
Delegated Regulation (EU) 2016/1052, of 8 March 2016 (together the
"Regulations"), which will be executed in several tranches, for a maximum
aggregate amount of up to 3,960 million euros, aimed at reducing BBVA's share
capital (the "Program Scheme"), notwithstanding the possibility to suspend or
early terminate the Program Scheme upon the occurrence of circumstances that
make it advisable.

 

Likewise, the Board of Directors has agreed, within the scope of the Program
Scheme, to carry out a first tranche in accordance with the provisions of the
Regulations with a view to reducing the share capital of BBVA (the "First
Tranche") and with the terms and conditions detailed below:

 Purpose:                          To reduce BBVA's share capital by cancelling the shares acquired.

 Maximum cash amount:              The maximum aggregate cash amount will be 1,500,000,000 euros.

 Maximum number of shares:         The maximum number of BBVA shares to be acquired will be 557,316,433.

 Start of the execution:           Execution will start on 22 December 2025.
 End of the execution:             The First Tranche will end neither before 6 March 2026 nor later than 7 April
                                   2026(( 1 )) and, in any event, when within such period the maximum cash amount
                                   is reached or the maximum number of shares is acquired.

                                   However, the Company reserves the right to temporarily suspend execution of
                                   the First Tranche or end it early in the event of any circumstance that so
                                   advises or requires.

 Trading Venues:                   Purchases shall be made on the Spanish electronic trading system - Continuous
                                   Market and on the Cboe Europe, Turquoise Europe and Aquis Exchange trading
                                   platforms.

 Manager:                          The First Tranche will be executed externally through J.P. Morgan SE, which
                                   will decide independently of the Company on the timing of the purchases of
                                   BBVA shares.

 Minimum Number of Shares Per Day  The Manager shall purchase at least 500,000 BBVA shares on each Trading Day
                                   (which is not an Excluded Day nor a Disrupted Day(( 2 ))), unless the Manager
                                   determines that it would not be possible to achieve the Minimum Number of
                                   Shares Per Day without breaching the restrictions and limitations under
                                   Delegated Regulation (EU) 2016/1052. Any such occurrence shall be duly
                                   disclosed in the periodic communications made in accordance with the
                                   Regulations, stating the reason why the Minimum Number of Shares Per Day was
                                   not purchased.

 Other conditions:                 The own shares will be purchased observing in all cases the conditions and
                                   limits established in the Regulations.

The share purchase transactions performed, as well as the end or, as the case
may be, the temporary suspension of execution of the First Tranche, will be
duly communicated in accordance with the Regulations.

 

 

Madrid, 19 December 2025

(( 1 )) However, for each "Excluded Day," the execution period may be
postponed by one "Trading Day," up to a maximum postponement until 21 April
2026.

 

A "Trading Day" means each day on which the Continuous Market is scheduled to
be open for trading during normal market hours.

 

An "Excluded Day" means any Trading Day on which: (i) any Trading Venue does
not open for the entire regular trading session; or (ii) a suspension or
limitation on the trading of BBVA shares is imposed on any Trading Venue for
the entire regular trading session; or (iii) the trading price of BBVA shares
on any Trading Venue is below their nominal value for the entire regular
trading session; or (iv) the Company has suspended the execution of the First
Tranche.

 

(( 2 )) "Disrupted Day" means any Trading Day on which: (i) any Trading Venue
is closed for a substantial part of its regular trading session or closes
significantly earlier than its scheduled closing time, or there is a
significant disruption to trading on any Trading Venue; or (ii) any Trading
Venue imposes a suspension or limitation on the trading of BBVA shares for a
substantial part of the regular trading session; or (iii) the trading price of
BBVA shares on any Trading Venue is below their nominal value for a
substantial part of the regular trading session.

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