BBVA cancels 70.3 million treasury shares and reduces its capital

The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) has agreed to partially execute the share capital reduction approved by the General Shareholders’ Meeting, through the cancellation of 70,339,213 treasury shares. The operation amounts to a nominal value of 34,466,214.37 euros and is published in the Official Gazette of the Mercantile Registry (BORME) no. 184, dated September 23, 2026, in the second section of announcements and legal notices, with the official reference BORME-C-2026-5131. This is the third partial execution of the agreement adopted by the meeting on March 20, 2026.

The meeting agreement and delegation to the board

The General Shareholders’ Meeting of BBVA, held on March 20, 2026, approved in the fifth item of its agenda the reduction of the share capital up to a maximum amount equivalent to 10% of the share capital on the date of the agreement, that is, up to 279,739,466.30 euros, through the cancellation of a maximum of 570,896,870 treasury shares acquired derivatively by the bank.

The meeting delegated to the Board of Directors the power to execute that agreement, in whole or in part and in one or several installments, until the date of the next Ordinary General Shareholders’ Meeting. This communication is made in compliance with Article 319 of the Capital Companies Act.

The third tranche of the buyback program

The cancelled shares were acquired in execution of the third tranche of the framework program for the repurchase of treasury shares, the execution of which was approved by the Board of Directors in its session on April 29, 2026, and which the company communicated on April 30, 2026, on the website of the National Securities Market Commission (CNMV) as inside information (registration number 3187).

• Completion of the third tranche: communicated on the CNMV website on August 3, 2026 (registration number 42326).
• Supervisory authorization: the European Central Bank (ECB) authorized on December 8, 2025, the execution of the framework program as a whole, including the third tranche, and the resulting capital reductions.
• Nominal value of each cancelled share: 0.49 euros.

Resulting capital and effects on shareholders

Following the cancellation, the share capital of BBVA is set at 2,700,323,995.53 euros, represented by 5,510,865,297 shares with a nominal value of 0.49 euros each.

With this third partial execution, the meeting agreement of March 20, 2026, accumulates the following cancellations:

• 74,963,302 shares from the first tranche of the framework program.
• 52,800,888 shares from the second tranche.
• 70,339,213 shares from the third tranche.

A nominal amount of 182,668,798.83 euros remains to be executed, corresponding to 372,793,467 shares with a nominal value of 0.49 euros each.

Reserves, exclusion from trading and creditors

The operation does not involve the return of contributions, as the company itself is the holder of the amortized shares, and it is carried out against freely disposable reserves through the allocation of a reserve for amortized capital in an amount equal to the nominal value of the amortized shares. This reserve may only be disposed of under the same requirements demanded for the reduction of share capital, pursuant to article 335 c) of the Capital Companies Act, therefore creditors will not have the right of opposition under article 334.

BBVA will also request the exclusion from trading of the 70,339,213 amortized shares on the corresponding Stock Exchanges and their cancellation in the accounting records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR). The announcement was signed in Madrid on September 22, 2026, by the proxy José María Caballero Cobacho.

The amortization definitively removes these securities from the market and reduces the number of shares in circulation, which automatically increases the earnings per share and the relative weight of each shareholder remaining in the capital. The operation is part of the bank’s shareholder remuneration policy and leaves open the possibility of new partial executions of the board’s agreement until the next ordinary assembly.

Source: Official Gazette of the Mercantile Registry, no. 184, September 23, 2026, Second Section - Announcements and legal notices, pp. 6381-6382 (official reference: BORME-C-2026-5131).