Benjamin Toms

Britta Schmidt

Carlos Peixoto

Francisco Riquel

Ignacio Ulargui

Maksym Mishyn

Antonio Reale

Hugo Moniz Marques Da Cruz

Hugo Cruz

Marta Sánchez Romero

Sofie Peterzens

Alvaro de Tejada

Alvaro Serrano

Andrea Filtri

Cecilia Romero

Cecilia Romero Reyes

Fernando Gil Santivanes

Ignacio Cerezo

Ignacio Cerezo Olmos

- On **October 7, 2025**, Fitch Ratings upgraded Banco Bilbao Vizcaya Argentaria, S.A.'s (BBVA) **long-term senior preferred debt rating by one notch to A from A-**.  **[842180_0001193125-25-232944_d897648d6k.htm:0]** 
- The outlook for this rating, and several other upgraded ratings, changed to **stable from Rating Watch Positive**.  **[842180_0001193125-25-232944_d897648d6k.htm:0]** 
- Other key upgrades include the long-term issuer default rating to **A- from BBB+**, the short-term issuer default rating to **F1 from F2**, and the long-term deposits rating to **A from A-**.  **[842180_0001193125-25-232944_d897648d6k.htm:0]**

BBVA's Fitch Ratings Upgraded

- On **October 3, 2025**, Moody's Ratings upgraded **BBVA's long-term senior unsecured debt rating by one notch to A2 from A3**, changing the outlook to stable from Rating Under Review (RUR) for Possible Upgrade.  **[842180_0001193125-25-229346_d946195d6k.htm:0]** 
- Moody's also upgraded BBVA's **long-term issuer rating to A2 from A3** and several other debt and counterparty risk ratings by one notch.  **[842180_0001193125-25-229346_d946195d6k.htm:0]** 
- The short-term Counterparty Risk Rating (CRR) and short-term deposit rating were confirmed at **P-1**, while the long-term deposit rating was confirmed at **A2** with an outlook change to RUR for Possible Upgrade.  **[842180_0001193125-25-229346_d946195d6k.htm:0]**

BBVA's Moody's Ratings Upgraded

- BBVA's Board of Directors has approved a **cash interim dividend** of **euro 0.32 gross per share** on account of the 2025 dividend.  **[842180_0001193125-25-223301_d82994d6k.htm:0]** 
- The **net dividend per share** will be **euro 0.2592**, reflecting a 19% withholding tax rate.  **[842180_0001193125-25-223301_d82994d6k.htm:0]** 
- The scheduled **payment date** is **November 7, 2025**, with an **ex-dividend date** of **November 5, 2025**.  **[842180_0001193125-25-223301_d82994d6k.htm:0]** 
- The payment date is **conditional** on the effective settlement of BBVA's voluntary offer for Banco de Sabadell, S.A., potentially delaying it to ensure new shareholders from the offer can participate.  **[842180_0001193125-25-223301_d82994d6k.htm:0]**

BBVA Announces Interim Dividend Payment

- BBVA has increased its hostile takeover bid for Banco Sabadell to **€16.86 billion**, valuing Sabadell at **€3.39 per share**, which represents a **1.6% premium** over Sabadell's pre-announcement share price.  **[842180_0d26a68c9379426287f0c2d6f0d14b05]** 
- To incentivize the deal, BBVA announced its **highest-ever interim dividend of €0.32 per share**, a **10.3% increase** from 2024, payable on **November 7, 2025**, with Sabadell shareholders who tender their shares also eligible.  **[842180_0d26a68c9379426287f0c2d6f0d14b05]** 
- Banco Sabadell's board is expected to recommend against the offer due to its perceived insufficiency, while its largest shareholder, David Martinez (**3.86% stake**), views the offer price as too low but will not fully support the board's rejection.  **[842180_0d26a68c9379426287f0c2d6f0d14b05]**

BBVA Raises Hostile Takeover Bid for Banco Sabadell and Announces Record Interim Dividend

- Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) has submitted a request to the Spanish Securities Market Commission (CNMV) for authorization to **amend its voluntary tender offer** for the entire share capital of Banco de Sabadell, S.A..  **[842180_0001193125-25-210704_d64543d6k.htm:0]** 
- The amendment, decided by BBVA's Board of Directors on **September 21, 2025**, involves an **improved consideration** for Banco Sabadell shareholders.  **[842180_0001193125-25-210704_d64543d6k.htm:0]** **[842180_0001193125-25-210704_d64543d6k.htm:1]** 
- The improved consideration consists of **one newly issued ordinary share of BBVA for every 4.8376 ordinary shares of Banco Sabadell**, changing from the previous offer of one BBVA share and €0.70 in cash for every 5.5483 Banco Sabadell shares.  **[842180_0001193125-25-210704_d64543d6k.htm:1]**

BBVA requests authorization to amend tender offer for Banco Sabadell

- BBVA has increased its offer to Banco Sabadell shareholders by **10 percent**, valuing Banco Sabadell shares at **3.39 euros per share**.  **[842180_0001193125-25-210249_d54542d6k.htm:0]** 
- The improved consideration will now be **100 percent in shares**, potentially making the transaction tax-neutral in Spain for shareholders with capital gains if acceptance exceeds 50 percent of Banco Sabadell's voting rights.  **[842180_0001193125-25-210249_d54542d6k.htm:1]** 
- Banco Sabadell shareholders who accept the offer would receive a **15.3 percent stake in BBVA** and are projected to achieve **41 percent higher earnings per share** than with a standalone Sabadell.  **[842180_0001193125-25-210249_d54542d6k.htm:1]** **[842180_0001193125-25-210249_d54542d6k.htm:2]** 
- For BBVA shareholders, the transaction is expected to be accretive from the first year, improving earnings per share by approximately **3 percent** and yielding an incremental return on investment of around **17 percent**.  **[842180_0001193125-25-210249_d54542d6k.htm:1]**

BBVA Increases Offer for Banco Sabadell and Improves Tax Treatment

- **Banco Bilbao Vizcaya Argentaria, S.A. (BBVA)** has amended its voluntary tender offer for the entire share capital of Banco de Sabadell, S.A..  **[842180_0001193125-25-209952_d20580d6k.htm:0]** 
- The revised offer is now an **entirely exchange consideration** of newly issued ordinary shares of BBVA, at an exchange ratio of **one ordinary BBVA share for every 4.8376 ordinary shares of Banco Sabadell**.  **[842180_0001193125-25-209952_d20580d6k.htm:0]** 
- BBVA's Board of Directors has resolved to **waive any further improvements** to the consideration of the Offer and any extension of the acceptance period.  **[842180_0001193125-25-209952_d20580d6k.htm:0]** 
- BBVA will submit the request for authorization of this amendment to the Offer, along with the prospectus supplement and other required documentation, on **September 22, 2025**.  **[842180_0001193125-25-209952_d20580d6k.htm:0]**

BBVA Amends Tender Offer for Banco Sabadell

- Spanish bank BBVA has increased its all-share bid for Banco de Sabadell to an equivalent value of approximately **€19.5 billion**, offering **one BBVA share for every 4.8376 Sabadell shares**.  **[842180_f75907ae47a7450da8f9a3e626f3cf5e]** 
- This revised offer represents a **60% increase** in value since April 29, 2024, and would result in Sabadell shareholders owning a **15.3% stake** in BBVA.  **[842180_f75907ae47a7450da8f9a3e626f3cf5e]** 
- BBVA has formally stated it will **not make further improvements** to the offer or extend the acceptance period, with the transaction expected to be accretive to BBVA shareholders from the first year after the merger.  **[842180_f75907ae47a7450da8f9a3e626f3cf5e]**

BBVA Raises Bid for Banco Sabadell to €19.5 Billion

- On **September 16, 2025**, S&P Global Ratings **upgraded BBVA's long-term issuer credit rating by one notch to A+ from A**.  **[842180_0001193125-25-204873_d949644d6k.htm:0]** 
- The outlook for BBVA's long-term issuer credit rating **remains stable**.  **[842180_0001193125-25-204873_d949644d6k.htm:0]** 
- S&P also **upgraded several other BBVA ratings by one notch**, including long-term resolution counterparty rating to AA- from A+, short-term RCR to A-1+ from A-1, long-term senior unsecured debt issue rating to A+ from A, long-term senior subordinated debt issue rating to A- from BBB+, and long-term subordinated debt issue rating to BBB+ from BBB.  **[842180_0001193125-25-204873_d949644d6k.htm:0]** 
- The short-term ICR rating was **affirmed at A-1**.  **[842180_0001193125-25-204873_d949644d6k.htm:0]**

BBVA's S&P long-term issuer credit rating upgraded to A+

- Banco Bilbao Vizcaya Argentaria, S.A. (**BBVA**) has adjusted the consideration for its voluntary tender offer for the entire share capital of **Banco de Sabadell, S.A.**.  **[842180_0001193125-25-192636_d67187d6k.htm:0]** 
- This adjustment was made because Banco Sabadell paid an interim dividend of **€0.07 per share** against its 2025 financial year results on **August 27, 2025**.  **[842180_0001193125-25-192636_d67187d6k.htm:0]** 
- The adjusted consideration for the offer is now **one (1) newly issued ordinary share of BBVA and €0.70 in cash for every 5.5483 ordinary shares of Banco de Sabadell**.  **[842180_0001193125-25-192636_d67187d6k.htm:0]** 
- The adjustment aims to maintain the economic terms of the offer equivalent following the dividend payments.  **[842180_0001193125-25-192636_d67187d6k.htm:0]**

BANCO BILBAO VIZCAYA ARGENTARIA (BBVA)