BBVA cancels 52.8 million treasury shares from the stock exchanges

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) has delisted from the Stock Exchanges of Bilbao, Valencia, and Barcelona the 52,800,888 shares amortized in its capital reduction. This was published in the Official Gazette of the Mercantile Registry (BORME) no. 207, dated October 27, 2026, in the First Section, page 50476, with the official reference BORME-A-2026-207-48. The three entries were registered on October 15, 2026.

The operation was executed under Article 319 of the Capital Companies Act. The General Shareholders’ Meeting of BBVA, held on March 20, 2026, approved in the fifth item of its agenda to reduce the share capital by up to a maximum of 10% of the capital as of that date—279,739,466.30 nominal euros—through the amortization of up to 570,896,870 treasury shares, delegating the execution to the Board of Directors.

The delisting now reported corresponds to the second partial execution of that agreement: 52,800,888 securities with a nominal value of 0.49 euros, for a nominal amount of 25,872,435.12 euros, acquired in the second tranche of the framework buyback program. The tranche was approved by the Board of Directors on March 20, 2026, and was communicated to the National Securities Market Commission (CNMV) on the same day as inside information (registration number 3146); the European Central Bank had authorized the program on December 8, 2025.

Three entries, three stock exchanges

The registered acts section of Bizkaia contains three consecutive entries for the same company, all dated 10.15.26 and with the registration data S 8, H BI 17, A:

• Entry 478936, registration I/5153: delisting from the Bilbao Stock Exchange of the 52,800,888 shares amortized in the reduction that prompted registration 5,076.
• Entry 478937, registration I/5154: delisting from the Valencia Stock Exchange, with reference to the shares amortized in the reduction of the attached entry, registration 5,153.
• Entry 478938, registration I/5155: delisting from the listing of the Barcelona Stock Exchange of the same 52,800,888 amortized shares.

Capital stands at 2.73479 billion euros

Following the amortization, the share capital of BBVA was set at 2,734,790,209.90 euros, represented by 5,581,204,510 shares with a nominal value of 0.49 euros, according to the capital reduction announcement published in BORME no. 119, dated June 24, 2026. The bank had then requested the exclusion from trading of those securities on the corresponding 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 same series corresponds to the other two partial executions of the agreement: the first, consisting of 74,963,302 shares and 36,732,017.98 euros in nominal value; the third, consisting of 70,339,213 shares and 34,466,214.37 euros, published in BORME no. 184, dated September 23, 2026, which left the capital at 2,700,323,995.53 euros and 5,510,865,297 shares. From the initial agreement, 372,793,467 securities remained pending, equivalent to 182,668,798.83 euros in nominal value.

No return of contributions nor right of opposition

The reduction is carried out against freely disposable reserves, through the allocation of a reserve for amortized capital equal to the nominal value of the extinguished shares, available only under the same requirements as the capital reduction, pursuant to article 335 c) of the Capital Companies Act. Since the company itself is the holder of the amortized securities, there is no return of contributions and creditors do not have the right of opposition under article 334.

The announcement of the reduction was signed in Madrid, on June 23, 2026, by the proxy José María Caballero Cobacho. In the same batch of registrations from October, the appointment of Briotet Charles Etienne as proxy also appears, with registration data I/5152.

This information is important to minority shareholders because it confirms the effective withdrawal from trading of 52.8 million securities on the markets where BBVA is listed, without cash consideration: the value is transferred to reserves and the number of shares in circulation decreases while the unit nominal value remains at 0.49 euros. The sequence of partial executions, with three amortizations already registered, keeps the margin of the agreement open until the next ordinary general meeting.

Source: Official Gazette of the Mercantile Registry, no. 207, October 27, 2026, First Section, page 50476 (official reference: BORME-A-2026-207-48).