西班牙毕尔巴鄂银行美股招股说明书(2026-08-26版)

Banco Bilbao Vizcaya Argentaria, S.A. $1,000,000,000 4.977% Senior Non-Preferred Fixed Rate Notes due 2029$1,000,000,000 5.244% Senior Non-Preferred Fixed Rate Notes due 2031$300,000,000 Senior Non-Preferred Floating Rate Notes due 2029 We are offering $1,000,000,000 aggregate principal amount of 4.977% senior non-preferred fixed rate notes due 2029 (the“2029 Fixed Rate Notes”), $1,000,000,000 aggregate principal amount of 5.244% senior non-preferred fixed rate notes due2031(the “2031 Fixed Rate Notes”) and $300,000,000 aggregate principal amount of senior non-preferred floating rate notes due 2029(the “2029 Floating Rate Notes” and, together with the 2029 Fixed Rate Notes and the 2031 Fixed Rate Notes, the “Notes”). We will pay interest on the 2029 Fixed Rate Notes semi-annually in arrears on March3 and September3 of each year,beginning on March3, 2027, up to (and including) September3, 2029 (the “2029 Fixed Rate Notes Stated Maturity Date”) or anydate of earlier redemption. The 2029 Fixed Rate Notes will bear interest from (and including) the issue date to (but excluding)the 2029 Fixed Rate Notes Stated Maturity Date or any date of earlier redemption, at a fixed rate of 4.977% per annum. Unlesswe redeem the 2029 Fixed Rate Notes earlier, the 2029 Fixed Rate Notes will mature at 100% of their principal amount on the2029 Fixed Rate Notes Stated Maturity Date. We will pay interest on the 2031 Fixed Rate Notes semi-annually in arrears on March3and September3 of each year,beginning on March3, 2027, up to (and including) September3, 2031 (the “2031 Fixed Rate Notes Stated Maturity Date”) or anydate of earlier redemption. The 2031 Fixed Rate Notes will bear interest from (and including) the issue date to (but excluding)the 2031 Fixed Rate Notes Stated Maturity Date or any date of earlier redemption, at a fixed rate of 5.244% per annum. Unlesswe redeem the 2031 Fixed Rate Notes earlier, the 2031 Fixed Rate Notes will mature at 100% of their principal amount on the2031 Fixed Rate Notes Stated Maturity Date. We will pay interest on the 2029 Floating Rate Notes quarterly in arrears on March3, June3, September3 and December3of each year, beginning on December3, 2026, up to (and including) September3, 2029 (the “2029 Floating Rate Notes StatedMaturity Date” and, each of the 2029 Fixed Rate Notes Stated Maturity Date, the 2031 Fixed Rate Notes Stated Maturity Dateand the 2029 Floating Rate Notes Stated Maturity Date, a “Stated Maturity Date”) or any date of earlier redemption. The 2029Floating Rate Notes will bear interest from (and including) the issue date to (but excluding) the 2029 Floating Rate Notes StatedMaturity Date or any date of earlier redemption, at the Floating Interest Rate (as defined herein). Unless we redeem the 2029Floating Rate Notes earlier, the 2029 Floating Rate Notes will mature at 100% of their principal amount on the 2029 FloatingRate Notes Stated Maturity Date. The payment obligations of Banco Bilbao Vizcaya Argentaria, S.A. (the “Issuer”) under the Notes of each series on accountof principal shall be direct, unconditional, unsubordinated and unsecured obligations of the Issuer and, upon the insolvency(concurso de acreedores) of the Issuer, in accordance with and only to the extent permitted by the restated text of the InsolvencyLaw, as approved by Spanish Royal Legislative Decree 1/2020 of May5 (Real Decreto Legislativo 1/2020, de 5 de mayo, por elque se aprueba el texto refundido de la Ley Concursal), as amended, replaced or supplemented from time to time (the“Insolvency Law”) and any other applicable laws relating to or affecting the enforcement of creditors’ rights in the Kingdom of Spain (including, without limitation, Additional Provision 14 of Law 11/2015 (as defined herein)), but subject to any otherranking that may apply as a result of any mandatory provision of law (or otherwise), the payment obligations of the Issuer underthe Notes of each series with respect to claims for principal (which claims will constitute ordinary claims) will rank: (i)junior toany (a)privileged claims (créditos privilegiados) (which shall include, among other claims, any claims in respect of deposits forthe purposes of Additional Provision 14.1 of Law 11/2015), (b)claims against the insolvency estate (créditos contra la masa),and (c)SeniorPreferred Obligations (as defined herein); (ii)paripassuwithout any preference or priority among themselvesand with all other Senior Non-Preferred Obligations (as defined herein); and (iii)senior to all subordinated obligations of, orclaims against, the Issuer (créditos subordinados), present and future, such that any relevant claim on account of principal inrespect of the Notes of each series will be satisfied, as appropriate, only to the extent that all claims ranking senior to it havefirst been satisfied in full, and thenproratawith any claims rankingparipassuwith it, in each case as provided herein. The Notes of each series are subject to the exercise of the Sp