西班牙毕尔巴鄂比斯开银行(ADR)美股招股说明书(2026-04-30版)

$% Senior Non-Preferred Fixed Rate Notes due 2031 We are offering $aggregate principal amount of% senior non-preferred fixed rate notes due 2031 (the “Notes”). We will pay interest on the Notes semi-annually in arrears onandof each year, beginning on, 2026, up to (andincluding), 2031 (the “Stated Maturity Date”) or any date of earlier redemption. The Notes will bear interest from (andincluding) the issue date to (but excluding) the Stated Maturity Date or any date of earlier redemption, at a fixed rate of% perannum. Unless we redeem the Notes earlier, the Notes will mature at 100% of their principal amount on the Stated Maturity Date. The payment obligations of Banco Bilbao Vizcaya Argentaria, S.A. (the “Issuer”) under the Notes on account of principal shallbe 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 Insolvency Law, as approved by SpanishRoyal Legislative Decree 1/2020 of May5 (Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundidode la Ley Concursal), as amended, replaced or supplemented from time to time (the “Insolvency Law”) and any other applicablelaws relating to or affecting the enforcement of creditors’ rights in the Kingdom of Spain (including, without limitation, AdditionalProvision 14 of Law 11/2015 (as defined herein)), but subject to any other ranking that may apply as a result of any mandatoryprovision of law (or otherwise), the payment obligations of the Issuer under the Notes with respect to claims for principal (whichclaims will constitute ordinary claims) will rank: (i)junior to any (a)privileged claims (créditos privilegiados) (which shall include,among other claims, any claims in respect of deposits for the purposes of Additional Provision 14.1 of Law 11/2015), (b) claimsagainst the insolvency estate (créditos contra la masa), and (c)Senior Preferred Obligations (as defined herein); (ii)pari passuwithout any preference or priority among themselves and with all other Senior Non-Preferred Obligations (as defined herein); and(iii)senior to all subordinated obligations of, or claims against, the Issuer (créditos subordinados), present and future, such that anyrelevant claim on account of principal in respect of the Notes will be satisfied, as appropriate, only to the extent that all claimsranking senior to it have first been satisfied in full, and thenpro ratawith any claims rankingpari passuwith it, in each case asprovided herein. The Notes are subject to the exercise of the Spanish Bail-in Power (as defined herein) by the Relevant Spanish ResolutionAuthority (as defined herein), and can be varied, or can change form (including changes to the ranking of the Notes described above),as deemed necessary by the Relevant Spanish Resolution Authority, to give effect to the exercise of the Spanish Bail-in Power. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement and of theaccompanying prospectus. Any representation to the contrary is a criminal offense. The Notes are not intended to be sold and shall not be sold to retail investors (which for the purposes of this prospectussupplement shall include retail clients) in any jurisdiction. Prospective investors are referred to the section headed “Notice toInvestors” on page S-2 of this prospectus supplement. Table of Contents Investing in the Notes involves significant risks. See “Risk Factors” beginning on page S-21 of this prospectus supplement and page 8 ofthe accompanying prospectus as well as in the documents incorporated by reference. Per Note Total (1)The underwriters have agreed to reimburse us for certain of the expenses relating to the offering. See “Underwriting (Conflicts of Interest)”. Potential investors should review the summaries set forth in “Spanish Tax Considerations” and “U.S. Federal Tax Considerations” of thisprospectus supplement for information on certain material Spanish and U.S. federal income tax consequences of the acquisition, ownership anddisposition of the Notes. The Notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any othergovernmental agency of the United States, the Kingdom of Spain (“Spain”) or any other jurisdiction. By its acquisition of any Notes, each holder (including, for these purposes, each holder of a beneficial interest in a Note) acknowledges,accepts, consents to and agrees to be bound by the exercise and effects of the Spanish Bail-in Power as set forth under “Certain Terms of theNotes—Agreement and Acknowledgment with Respect to the Exercise of the Spanish Bail-in Power”. We intend to apply to list the Notes on the New York Stock Exchange and, if approved, trading