西班牙毕尔巴鄂比斯开银行(ADR)美股招股说明书(2025-09-25版)

BANCO DE SABADELL, S.A. for shares of BANCO BILBAO VIZCAYA ARGENTARIA, S.A. This prospectus supplement amends and supplements the offer to exchange/prospectus dated September8, 2025 included in BBVA’s Registration Statement onFormF-4(the “September 8, 2025 Offer to Exchange/Prospectus”) (RegistrationNo.333-281111).Capitalized terms used herein but not defined herein shall have therespective meanings ascribed to such terms in the September8, 2025 Offer to Exchange/Prospectus. Cross-references in the September8, 2025 Offer toExchange/Prospectus to sections amended and supplemented in this prospectus supplement shall be deemed to be to such sections as amended and supplemented in thisprospectus supplement. References in the September8, 2025 Offer to Exchange/Prospectus to “this offer to exchange/prospectus”, “herein” or words of similar importshall be deemed to be to, or make reference to, the September8, 2025 Offer to Exchange/Prospectus as amended and supplemented by this prospectus supplement. This prospectus supplement is being filed to update the terms of the exchange offer, extend the acceptance period to October10, 2025, and amend and supplementcertain information contained in the September8, 2025 Offer to Exchange/Prospectus. Except as amended and supplemented by this prospectus supplement, theinformation contained in the September8, 2025 Offer to Exchange/Prospectus remains in full force and effect. This prospectus supplement is not complete without the September8, 2025 Offer to Exchange/Prospectus. This prospectus supplement should be read inconjunction with the September8, 2025 Offer to Exchange/Prospectus and is qualified by reference thereto, except to the extent that the information in this prospectussupplement amends or supplements the information contained in the September8, 2025 Offer to Exchange/Prospectus. Please keep this prospectus supplement with theSeptember8, 2025 Offer to Exchange/Prospectus for future reference. BBVA, a bank organized under the laws of Spain, is undertaking the exchange offer pursuant to the offering documents published (or that will be published) inSpain and made available (or that will be made available) to all shareholders of Banco Sabadell, a bank organized under the laws of Spain, to acquire all of the BancoSabadell shares in exchange for BBVA shares. The exchange offer is addressed to U.S. holders of Banco Sabadell shares pursuant to the September8, 2025 Offer to Exchange/Prospectus, as supplemented bythis prospectus supplement. BBVA has revised the terms of the exchange offer set forth in the September8, 2025 Offer to Exchange/Prospectus. Pursuant to the revisedterms of the exchange offer, BBVA is offering as consideration in the exchange offer BBVA shares at an exchange ratio of one newly-issued BBVA share for each 4.8376Banco Sabadell shares (adjusted, as the case may be, as described in this prospectus supplement) tendered and not withdrawn, compared to one newly-issued BBVAshare and €0.70 in cash for each 5.5483 Banco Sabadell shares tendered and not withdrawn pursuant to the terms of the exchange offer described in the September8,2025 Offer to Exchange/Prospectus. The acceptance period of the exchange offer commenced on September8, 2025 and was due to expire on October7, 2025. Inaccordance with the provisions of Article 31.4 of the Spanish Takeover Regulation, the exchange offer now expires at 5:59:59 p.m. Eastern time (11:59:59 p.m. CentralEuropean time) on October10, 2025, unless the exchange offer is extended by the CNMV in accordance with the Spanish Takeover Regulation. Table of Contents No fractional BBVA shares will be issued in connection with the exchange offer. Instead of any such fractional BBVA shares that a tendering holder of BancoSabadell shares would otherwise be entitled to receive, BBVA will pay to the relevant tendering holder an amount in cash equal to the weighted average price per BBVAshare during the 15 trading sessions prior to the expiration date (including the expiration date) multiplied by the fraction of a BBVA share that a tendering holder ofBanco Sabadell shares would otherwise be entitled to receive in accordance with the exchange ratio of 4.8376 (adjusted, as the case may be, as described in thisprospectus supplement). Such amount in cash will be rounded to the nearest euro cent and, in the event of a half of a euro cent, to the immediately higher euro cent.Under no circumstances will interest be paid on the cash to be received in lieu of any fractional shares. Pursuant to the revised terms of the exchange offer, tendering holders of Banco Sabadell shares will not receive any cash in exchange for their Banco Sabadellshares (except as described above with respect to any fractional BBVA shares) as the terms of the exchange offer described in the September 8, 2025 Offer toExchange/Prospectus have been revised to include solely BBVA shares. If Banco Sabadell makes any distribution of dividends, reserves or any other t