西班牙毕尔巴鄂比斯开银行(ADR)美股招股说明书(2025-01-07版)

The information in this preliminary prospectus supplement is not complete and may be changed.This preliminary prospectus supplement and the accompanying prospectus are not an offer to sellthese securities nor do they seek an offer to buy these securities in any jurisdiction where theoffer or sale is not permitted. Subject to CompletionPreliminary Prospectus Supplement dated January 7, 2025 PROSPECTUS SUPPLEMENT(to prospectus dated July 29, 2022) Banco Bilbao Vizcaya Argentaria, S.A. Series 14 Non-Step-Up Non-Cumulative Contingent $Convertible Perpetual Preferred Tier 1 Securities We are offering $aggregate liquidation preference of series 14 non-step-up non-cumulative contingent convertibleperpetual preferred tier 1 securities (the “Preferred Securities”). The Preferred Securities are perpetual securities with nomaturity date. From and including, 2025 (the “Closing Date”) to but excluding, 2032 (the “First Reset Date”) thePreferred Securities will accrue Distributions (as defined herein) at the rate of% per annum. In respect of the periodfrom and including the First Reset Date and each fifth anniversary thereafter (each a “Reset Date”) to but excluding the nextsucceeding Reset Date (a “Reset Period”), the applicable per annum Distribution Rate (as defined herein) will be equal to theaggregate of% (the “Initial Margin”) and the 5-year UST (as defined herein) for such Reset Period, and suchaggregate converted to a quarterly rate in accordance with market convention (rounded to four decimal places, with 0.00005rounded down), all as determined by the Calculation Agent (as defined in the accompanying prospectus)on the relevant ResetDetermination Date (as defined herein). The rate at which the Preferred Securities accrue Distributions in accordance with theIndenture (as defined herein) is referred to herein as the “Distribution Rate”. The Distribution Rate following any Reset Datemay be lower than the initial Distribution Rate and/or the Distribution Rate that applies immediately prior to such Reset Date.Subject to the conditions as described further below, we will pay Distributions on the Preferred Securities quarterly in arrears on,,andof each year (each a “Distribution Payment Date”), commencing on, 2025. ThePreferred Securities carry a liquidation preference of $200,000 per Preferred Security (the “Liquidation Preference”). We may redeem the Preferred Securities, in whole but not in part, at our option and in our sole discretion, at any time at theRedemption Price (as defined herein) upon the occurrence of a Tax Event or a Capital Event (each as defined herein) or ifPreferred Securities representing, in the aggregate, 75% or more of the aggregate Liquidation Preference of the PreferredSecurities (including any Preferred Securities issued after the Closing Date and any Preferred Securities which have beencancelled by the trustee in accordance with the Indenture) have been purchased by or on behalf of BBVA or any member of theBBVA Group, subject, in each case, to the conditions described in this prospectus supplement and the accompanying prospectus.The Preferred Securities will also be redeemable in whole but not in part, at our option and in our sole discretion, on the FirstReset Date, and on any Distribution Payment Date thereafter, at the Redemption Price, subject to the conditions described in thisprospectus supplement and the accompanying prospectus. Unless previously converted into Common Shares (as defined herein) pursuant to the conversion provisions of the Indenture andexcept as provided in the second paragraph under “Certain Terms of the Preferred Securities—Liquidation Distribution” herein,the payment obligations of BBVA under the Preferred Securities will be direct, unconditional, unsecured and subordinated obligations of BBVA and, upon the insolvency (concurso de acreedores) of BBVA, in accordance with and only to the extentpermitted by the Spanish Insolvency Law (as defined herein) and any other applicable laws relating to or affecting theenforcement of creditors’ rights in Spain (including, without limitation, Additional Provision 14.3 of Law 11/2015 (as definedherein)), but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), for so longas the Preferred Securities constitute an Additional Tier 1 Instrument (as defined herein) of BBVA, the payment obligations ofBBVA under the Preferred Securities will rank: (i) junior to: (a) any claim in respect of any unsubordinated obligations of BBVA(including where the relevant claim subsequently becomes subordinated pursuant to Article 281.1.1º of the Spanish InsolvencyLaw); and (b) any claim in respect of any other subordinated obligations of BBVA, present and future, other than under anyoutstanding Additional Tier 1 Instrument of BBVA (other than, to the extent permitted by law, any Parity Securities (as definedherein), whether so ranking by law or their terms); (ii)pari passuwith each other a