Obligation BBVA Banco 6.75% ( US05946KAK79 ) en USD

Société émettrice BBVA Banco
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Espagne
Code ISIN  US05946KAK79 ( en USD )
Coupon 6.75% par an ( paiement annuel )
Echéance 13/09/2026



Prospectus brochure de l'obligation BBVA US05946KAK79 en USD 6.75%, échéance 13/09/2026


Montant Minimal 200 000 USD
Montant de l'émission 1 000 000 000 USD
Cusip 05946KAK7
Notation Standard & Poor's ( S&P ) BBB+ ( Qualité moyenne inférieure )
Notation Moody's Baa2 ( Qualité moyenne inférieure )
Prochain Coupon 14/03/2026 ( Dans 309 jours )
Description détaillée BBVA est une banque multinationale espagnole offrant une large gamme de services financiers, notamment la banque de détail, la gestion d'actifs et l'investissement bancaire, opérant principalement en Espagne, en Amérique latine et aux États-Unis.

L'obligation BBVA (US05946KAK79, CUSIP 05946KAK7) émise en Espagne pour un montant total de 1 000 000 000 USD, avec un prix actuel de marché de 100%, offre un taux d'intérêt de 6,75%, une maturité fixée au 13 septembre 2026, une fréquence de paiement annuelle, une taille minimale d'achat de 200 000 USD, et bénéficie de notations BBB+ (S&P) et Baa2 (Moody's).







Filed Pursuant to Rule 424(b)(5)
Registration No. 333-266391

PROSPECTUS SUPPLEMENT
(to prospectus dated July 29, 2022)

Banco Bilbao Vizcaya Argentaria, S.A.
$1,000,000,000 5.862% SENIOR NON-PREFERRED FIXED-TO-FIXED RATE NOTES DUE 2026
$750,000,000 6.138% SENIOR NON-PREFERRED FIXED-TO-FIXED RATE NOTES DUE 2028
We are offering $1,000,000,000 aggregate principal amount of 5.862% senior non-preferred fixed-to-fixed rate notes due 2026 (the "2026 Notes") and $750,000,000 aggregate principal amount of 6.138% senior
non-preferred fixed-to-fixed rate notes due 2028 (the "2028 Notes" and, together with the 2026 Notes, the "Notes").
We will pay interest on the 2026 Notes semi-annually in arrears on March 14 and September 14 of each year, beginning on March 14, 2023, up to (and including) September 14, 2026 (the "2026 Notes Stated
Maturity Date") or any date of earlier redemption. From (and including) the issue date to (but excluding) September 14, 2025 (the "2026 Notes Reset Date") or any date of earlier redemption, the 2026 Notes will bear
interest at a fixed rate of 5.862% per annum. Thereafter, from (and including) the 2026 Notes Reset Date to (but excluding) the 2026 Notes Stated Maturity Date or any date of earlier redemption, the 2026 Notes will
bear interest at a fixed rate per annum equal to the 1-year UST (as defined herein), as determined by the Calculation Agent (as defined herein), plus 230 basis points, such sum being converted to a semi-annual rate in
accordance with market convention (rounded to the fifth decimal place, with 0.000005 being rounded upwards). Unless we redeem the 2026 Notes earlier, the 2026 Notes will mature at 100% of their principal amount
on the 2026 Notes Stated Maturity Date.
We will pay interest on the 2028 Notes semi-annually in arrears on March 14 and September 14 of each year, beginning on March 14, 2023, up to (and including) September 14, 2028 (the "2028 Notes Stated
Maturity Date" and, each of the 2026 Notes Stated Maturity Date and the 2028 Notes Stated Maturity Date, a "Stated Maturity Date") or any date of earlier redemption. From (and including) the issue date to (but
excluding) September 14, 2027 (the "2028 Notes Reset Date" and, each of the 2026 Notes Reset Date and the 2028 Notes Reset Date, a "Reset Date") or any date of earlier redemption, the 2028 Notes will bear
interest at a fixed rate of 6.138% per annum. Thereafter, from (and including) the 2028 Notes Reset Date to (but excluding) the 2028 Notes Stated Maturity Date or any date of earlier redemption, the 2028 Notes will
bear interest at a fixed rate per annum equal to the 1-year UST, as determined by the Calculation Agent, plus 270 basis points, such sum being converted to a semi-annual rate in accordance with market convention
(rounded to the fifth decimal place, with 0.000005 being rounded upwards). Unless we redeem the 2028 Notes earlier, the 2028 Notes will mature at 100% of their principal amount on the 2028 Notes Stated Maturity
Date.
The payment obligations of Banco Bilbao Vizcaya Argentaria, S.A. (the "Issuer") under the Notes of each series on account of principal shall be direct, unconditional, unsubordinated and unsecured obligations
(créditos ordinarios) of the Issuer, and upon the insolvency (concurso de acreedores) of the Issuer, in accordance with and to the extent permitted by the restated text of the Insolvency Law, as approved by Spanish
Royal Legislative Decree 1/2020 of May 5 (Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal), as amended, replaced or supplemented from time to time (the
"Insolvency Law") and other applicable laws relating to or affecting the enforcement of creditors' rights in Spain (including, without limitation, Additional Provision 14.2 of Law 11/2015 (as defined herein)), but
subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), such payment obligations 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) claims against the insolvency estate (créditos contra la masa), and (c) Senior Preferred
Obligations (as defined herein); (ii) pari passu without 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 any relevant claim on account of principal in respect of the Notes will be satisfied, as appropriate, only to the extent that
all claims ranking senior to it have first been satisfied in full, and then pro rata with any claims ranking pari passu with it, in each case as provided herein.
The Notes of each series are subject to, 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 (as
defined herein), to give effect to the exercise of the Spanish Bail-in Power (as defined herein) by the Relevant Spanish Resolution Authority.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus supplement and of the accompanying prospectus. Any representation to the contrary is a criminal offense.


Investing in the Notes involves significant risks. See "Risk Factors" beginning on page S-18 of this prospectus supplement and page 6 of the accompanying prospectus as well as in the documents
incorporated by reference.

Underwriting
Proceeds, before
Discounts and
Expenses to the


Issue Price

Commissions

Issuer

Per 2026 Note


100.000%

0.150%

99.850%
Total for 2026 Notes

$1,000,000,000

$
1,500,000

$
998,500,000
Per 2028 Note


100.000%

0.280%

99.720%
Total for 2028 Notes

$ 750,000,000

$
2,100,000

$
747,900,000
Potential investors should review the summary set forth in "Spanish Tax Considerations" beginning on page S-47, regarding the tax treatment in Spain of income obtained in respect of the Notes.
The Notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Spain or any other
jurisdiction.
By its acquisition of any Notes, each holder (including 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 the Notes--Agreement 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 is expected to commence within 30 days after the initial delivery of the Notes.
The underwriters expect to deliver the Notes in registered book-entry form through the facilities of The Depository Trust Company ("DTC") for credit to accounts of direct or indirect participants in DTC,
including Clearstream Banking, S.A. ("Clearstream Luxembourg") and Euroclear Bank SA/NV ("Euroclear") on or about September 14, 2022, which will be the sixth New York business day following the date of
this prospectus supplement (such settlement period being referred to as T+6). Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its
participants.


Joint Bookrunners

BBVA

BofA Securities

Citigroup

Deutsche Bank Securities
Goldman Sachs Bank Europe SE

J.P. Morgan

Morgan Stanley

TD Securities


The date of this prospectus supplement is September 6, 2022.


TABLE OF CONTENTS
Prospectus Supplement



Page
Notice to Investors

S-2
About this Prospectus Supplement

S-5
Certain Definitions

S-6
Incorporation of Information by Reference

S-7
Forward-Looking Statements

S-8
Prospectus Supplement Summary
S-10
Risk Factors
S-18
Use of Proceeds
S-29
Consolidated Capitalization and Indebtedness of the BBVA Group
S-30
Certain Terms of the Notes
S-31
Spanish Tax Considerations
S-47
U.S. Federal Tax Considerations
S-51
Underwriting (Conflicts of Interest)
S-52
Validity of the Securities
S-59
Annex A Direct Refund from Spanish Tax Authorities Procedures
S-A-1
Prospectus

About This Prospectus

1
Where You Can Find More Information

2
Incorporation of Documents by Reference

2
Forward-Looking Statements

4
Risk Factors

6
The BBVA Group

7
Use of Proceeds

8
Consolidated Capitalization and Indebtedness of the BBVA Group

9
Description of BBVA Ordinary Shares
10
Description of BBVA American Depositary Shares
20
Description of Rights to Subscribe for Ordinary Shares
28
Description of the Notes of BBVA
29
Description of the Contingent Convertible Preferred Securities of BBVA
53
Spanish Tax Considerations
93
U.S. Tax Considerations
104
Benefit Plan Investor Considerations
112
Plan of Distribution
113
Validity of the Securities
115
Experts
115
Enforcement of Civil Liabilities
115

S-1


NOTICE TO INVESTORS
Certain important agreements and acknowledgments of investors, including holders and beneficial owners of the Notes.
Spanish Bail-in Power
Notwithstanding anything to the contrary in the Notes, the Indenture (as defined herein) or any other agreements, arrangements, or understandings
between the Issuer and any holder of the Notes, by its acquisition of any Notes, each holder (including each holder of a beneficial interest in the Notes)
acknowledges, accepts, consents to and agrees to be bound by: (i) the exercise and effects of the Spanish Bail-in Power by the Relevant Spanish
Resolution Authority, which may be imposed with or without any prior notice with respect to the Notes of any series, and may include and result in any
of the following, or some combination thereof: (a) the reduction or cancellation of all, or a portion, of the Amounts Due (as defined herein) on such
Notes; (b) the conversion of all, or a portion, of the Amounts Due on such Notes into shares, other securities or other obligations of the Issuer or another
person (and the issue to or conferral on the holder of any such shares, securities or obligations), including by means of an amendment, modification or
variation of the terms of such Notes; (c) the cancellation of such Notes; (d) the amendment or alteration of the maturity of such Notes or amendment of
the amount of interest payable on such Notes, or the date on which the interest becomes payable, including by suspending payment for a temporary
period; and (ii) the variation of the terms of the Notes of any series, or the rights of the holders thereunder or under the Indenture, as deemed necessary
by the Relevant Spanish Resolution Authority, to give effect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
See "Certain Terms of the Notes--Agreement with Respect to the Exercise of the Spanish Bail-in Power".
Substitution and Modification
If an Eligible Liabilities Event (as defined herein) occurs and is continuing with respect to any series of Notes, including as a result of any change
in law or regulation or the application or official interpretation thereof, the Issuer may, under certain circumstances and without the consent or approval
of the holders or beneficial owners of such Notes, substitute all (but not less than all) of such Notes or modify the terms of all (but not less than all) of
such Notes, so that such Notes are substituted by, or their terms are modified to, become again, or remain, Qualifying Securities (as defined herein). See
"Certain Terms of the Notes--Substitution and Modification".
By its acquisition of any Note or any beneficial interest therein, each holder and beneficial owner of Notes, (i) acknowledges, accepts, consents to
and agrees to be bound by the substitution of or modification to the terms of the Notes as set forth above and to grant to the Issuer and the Trustee (as
defined herein) full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such holder or
beneficial owner, as the case may be, which is necessary or convenient to complete the substitution of or modification to the terms of the Notes, as
applicable; and (ii) to the extent permitted by the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), waives any and all claims, in
law and/or in equity, against the Trustee and/or the Issuer for, agrees not to initiate a suit against the Trustee and/or the Issuer in respect of, and agrees
that neither the Trustee nor the Issuer shall be liable for, any action that the Trustee or the Issuer takes, or abstains from taking, in either case in
connection with the substitution of or modification to the terms of the Notes upon the occurrence of an Eligible Liabilities Event.
Selling Restrictions
The Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. In particular, the Notes
shall not be sold to retail investors in any jurisdiction, including the United States.
In the United States, the Notes are intended to be sold only to institutional investors.
In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities
such as the Notes to retail investors. By purchasing, or making or accepting an offer to purchase, any Notes from the Issuer and/or the underwriters, each
prospective investor represents, warrants, agrees with and undertakes to the Issuer and each Joint Bookrunner that it has and will at all times comply
with all applicable laws, regulations and regulatory guidance (whether inside or outside the European Economic Area (the "EEA") or the United
Kingdom) relating to the promotion, offering, distribution

S-2


and/or sale of the Notes (including without limitation MiFID II (as defined below) as implemented in each Member State of the EEA and the UK MiFIR
Product Governance Rules (as defined below) in the United Kingdom) and any other applicable laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Notes by investors in any relevant jurisdiction. Where acting as agent on
behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any Notes from the Issuer and/or the
underwriters, the foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its
underlying client.
Notice to Prospective Investors in the EEA
None of this prospectus supplement, the accompanying prospectus and any related free writing prospectus is a prospectus for the purposes of
Regulation (EU) 2017/1129.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS--The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within
the meaning of Directive (EU) 2016/97, as amended (the "Insurance Distribution Directive"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014, as
amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
MiFID II product governance/Professional investors and ECPs only target market--Solely for the purposes of each manufacturer's product
approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (an "EU distributor") should take into
consideration the manufacturers' target market assessment; however, an EU distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
Notice to Prospective Investors in the United Kingdom
None of this prospectus supplement, the accompanying prospectus and any related free writing prospectus is a prospectus for the purposes of
Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as
amended by the European Union (Withdrawal Agreement) Act 2020 (the "EUWA").
PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS--The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any UK retail investor in the United Kingdom. For these purposes, a
UK retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law in the United Kingdom by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the United
Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA. Consequently no key information document required
by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to UK retail investors in the United Kingdom has been prepared and therefore offering
or selling the Notes or otherwise making them available to any UK retail investor in the United Kingdom may be unlawful under the UK PRIIPs
Regulation.
UK MiFIR product governance/Professional investors and ECPs only target market--Solely for the purposes of each manufacturer's product
approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation

S-3


(EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution
of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"UK distributor") should take into consideration the manufacturers' target market assessment; however, a UK distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
The communication of this prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other document or
materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an
authorized person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not
be passed on to, the general public in the United Kingdom. This prospectus supplement and such other documents and/or materials are for distribution
only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion
Order")), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to
whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). This
prospectus supplement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other
document or materials relates will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not
act or rely on this prospectus supplement, the accompanying prospectus or any related free writing prospectus or any of their contents.
Each potential investor in the Notes should inform itself of, and comply with, any applicable laws, regulations or regulatory guidance with respect
to any resale of the Notes (or any beneficial interests therein).
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any Notes (or
any beneficial interests therein) from BBVA and/or the underwriters all the foregoing representations, warranties, agreements and undertakings will be
given by and be binding upon both the agent and its underlying client.
Restrictions on Acquisition of Notes by Spanish Residents--The Notes may not be offered, distributed or sold in Spain in the primary market
except to Spanish resident investors in circumstances that satisfy the requirements set forth in the ruling of the Directorate General for Taxation
(Dirección General de Tributos) of July 27, 2004.
Notwithstanding this, the Notes may not be offered, sold or otherwise made available at any time to any retail investor (as defined above) in
Spain.

S-4


ABOUT THIS PROSPECTUS SUPPLEMENT
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. We and the underwriters have not authorized anyone to provide you with different information.
This prospectus supplement, or the information incorporated by reference in this prospectus supplement, may add, update or change information
in the accompanying prospectus. If information in this prospectus supplement, or the information incorporated by reference in this prospectus
supplement, is inconsistent with the accompanying prospectus, this prospectus supplement, or the information incorporated by reference in this
prospectus supplement, will apply and will supersede that information in the accompanying prospectus.
We are offering the Notes for sale in those jurisdictions in the United States and elsewhere where it is lawful to make such offers. The distribution
of this prospectus supplement and the accompanying prospectus and the offering of the Notes in some jurisdictions may be restricted by law. If you
possess this prospectus supplement and the accompanying prospectus, you should find out about and observe these restrictions. This prospectus
supplement and the accompanying prospectus are not an offer to sell the Notes and neither we nor the underwriters are soliciting an offer to buy the
Notes in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or from any person
to whom it is not permitted to make such offer or sale. We refer you to the information under "Underwriting (Conflicts of Interest)" in this prospectus
supplement. The delivery of this prospectus supplement, at any time, does not create any implication that there has been no change in our affairs since
the date of this prospectus supplement or that the information contained in this prospectus supplement is correct as of any time subsequent to that date.

S-5


CERTAIN DEFINITIONS
In this prospectus supplement, the following terms will have the meanings set forth below, unless otherwise indicated or the context otherwise
requires:

"1H22 Form 6-K" means our report on Form 6-K containing certain information on our financial results as of June 30, 2022 and

December 31, 2021 and for the six months ended June 30, 2022 and 2021 furnished to the SEC on July 29, 2022 (Accession
No. 0000842180-22-000018).

"2021 Form 20-F" means our annual report on Form 20-F for the fiscal year ended December 31, 2021 filed with the SEC on March 4,

2022.


"BBVA", the "Group" or "BBVA Group" refers to Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated subsidiaries.


"Issuer" refers to Banco Bilbao Vizcaya Argentaria, S.A.


"we", "us", "our" and "Bank" refer to Banco Bilbao Vizcaya Argentaria, S.A. unless the context otherwise requires.


"$", "U.S. dollars" and "dollars" refer to United States dollars.


"" and "euro" refer to euro.
References in this prospectus supplement to "you" mean those who invest in the Notes, whether they are the direct holders or owners of beneficial
interests in those securities. Unless otherwise indicated or the context otherwise requires, references to "holders" mean those who own securities
registered in their own names on the books that we maintain for this purpose, and not those who own beneficial interests in securities issued in book-
entry form through DTC or another depositary or in securities registered in street name. Terms capitalized but otherwise not defined herein shall have
the same meaning as in the accompanying prospectus.

S-6


INCORPORATION OF INFORMATION BY REFERENCE
The rules of the SEC allow us to "incorporate by reference" the information we file with, or furnish to, the SEC, which means:


documents incorporated by reference are considered part of this prospectus supplement;


we can disclose important information to you by referring you to these documents; and

information that we file with the SEC may automatically be deemed to update and modify or supersede information included or

incorporated by reference into this prospectus supplement.
This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus
supplement or in any document previously incorporated by reference have been modified or superseded. The accompanying prospectus lists documents
that are incorporated by reference into the accompanying prospectus and such documents shall be deemed to also be incorporated by reference into this
prospectus supplement. In addition to the documents listed in the accompanying prospectus, we incorporate by reference:


our 2021 Form 20-F;


our 1H22 Form 6-K; and

our report on Form 6-K furnished to the SEC on August 19, 2022, containing certain information on the completion of our share buyback

framework program.
We also incorporate by reference into this prospectus supplement and the accompanying prospectus any future documents we may file with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from the date of this prospectus
supplement until the offering contemplated in this prospectus supplement is completed. Reports on Form 6-K we may file with the SEC after the date of
this prospectus supplement (or portions thereof) are incorporated by reference in this prospectus supplement only to the extent that the report expressly
states that it (or such portions) is incorporated by reference in this prospectus supplement.
As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies you
should rely on the statements made in the most recent document.
You may request, at no cost to you, a copy of these documents (other than exhibits not specifically incorporated by reference) by writing or
telephoning us at the following address or telephone number:
Banco Bilbao Vizcaya Argentaria, S.A.
New York Branch
1345 Avenue of the Americas, 44th Floor
New York, New York 10105
Attention: Investor Relations
+1-212-728-1660

S-7


FORWARD-LOOKING STATEMENTS
Some of the statements included in this prospectus supplement and the accompanying prospectus are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Exchange Act, and the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. We also may make forward-looking statements in our other documents filed with, or
furnished to, the SEC that are incorporated by reference into this prospectus supplement and the accompanying prospectus. Forward-looking statements
can be identified by the use of forward-looking terminology such as "believe", "expect", "estimate", "project", "anticipate", "should", "intend",
"probability", "risk", "VaR", "target", "goal", "objective", "future" or by the use of similar expressions or variations on such expressions, or by the
discussion of strategy or objectives. Forward-looking statements are based on current plans, estimates and projections, are not guarantees of future
performance and are subject to inherent risks, uncertainties and other factors that could cause actual results to differ materially from the future results
expressed or implied by such forward-looking statements.
In particular, this prospectus supplement, the accompanying prospectus and certain documents incorporated by reference into this prospectus
supplement and the accompanying prospectus include forward-looking statements or guidance regarding or relating but not limited to the Group's and
BBVA's future financial position, results of operations, impairment charges, provisions, capital, leverage and other regulatory ratios, capital
distributions, management objectives and/or strategic initiatives, commitments and targets (including, without limitation, environmental, social and
governance commitments and targets), the outcome of certain legal and regulatory actions and proceedings and risk management, including our potential
exposure to various types of risk such as market risk, interest rate risk, currency risk and equity risk, and other statements that are not historical fact. For
example, certain of the market risk disclosures are dependent on choices about key model characteristics, assumptions and estimates, and are subject to
various limitations. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the
future
We have identified some of the risks inherent in forward-looking statements in "Risk Factors" in this prospectus supplement, "Risk Factors" in the
accompanying prospectus, "Item 3. Key Information--Risk Factors", "Item 4. Information on the Company", "Item 5. Operating and Financial Review
and Prospects" and "Item 11. Quantitative and Qualitative Disclosures About Market Risk" in our 2021 Form 20-F and "Item 4B. Business Overview",
"Item 4E. Selected Statistical Information" and "Item 5. Operating and Financial Review and Prospects" in our 1H22 Form 6-K. Other factors could
also adversely affect our results or the accuracy of forward-looking statements in this prospectus supplement and the accompanying prospectus, and you
should not consider the factors discussed here, in the accompanying prospectus or in the sections in our 2021 Form 20-F and 1H22 Form 6-K listed
above to be a complete set of all potential risks or uncertainties. Other important factors that could cause actual results to differ materially from those in
forward-looking statements include, among others:

the deterioration of economic conditions or the alteration of the institutional environment of the countries in which we operate, especially

Spain, Mexico and Turkey, including any adverse developments, or the perception that such developments may occur, regarding credit
quality, public debt sustainability and sovereign ratings, particularly Spain's, among other factors;

the intensity of geopolitical and economic risks in recent years as a result of, among other factors, U.S.­China tensions, Brexit, the rise of
populism and, more recently, Russia's invasion of Ukraine, which has led to significant disruption, instability and volatility in global

markets, as well as higher inflation (including by contributing to further increases in the prices of energy, oil and other commodities and
further disrupting supply chains) and lower or negative growth;

the impact of the coronavirus (COVID-19) pandemic, new waves of contagion, the emergence of new strains, and the measures adopted by

governments and the private sector in connection therewith on our business and the economy;

changes or volatility in interest rates, foreign exchange rates, asset prices, equity markets, commodity prices, inflation or deflation and, in
particular, as of the date of this prospectus supplement, the depreciation of the currencies of the non-euro geographies in which we operate,

increased inflation, stagflation due to more intense or prolonged supply crises, interest rate cuts in Turkey (which may affect our margins)
and interest rate increases in other geographies (which may impact default rates);

our ability to comply with various legal and regulatory regimes and the impact of changes in applicable laws and regulations, including
increased capital, resolution, liquidity and provision requirements and taxation, including a new tax proposed to be imposed on large banks

in Spain, announced by Spain's president on July 12, 2022. This tax, still subject to approval by the Spanish legislature, is intended to be in
place for two years and to raise an aggregate amount of about 1.5 billion per year from such banks to cover the cost of state measures to
combat inflation;

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the monetary, interest rate and other policies of central banks, and the trade, economic and other policies of governments, in the EU, Spain,

Mexico, Turkey, the United States and elsewhere;

adverse developments in emerging economies, in particular Latin America and Turkey, including unfavorable political and economic

developments, social instability and changes in governmental policies, including expropriation, nationalization, exchange controls or other
limitations on the distribution or repatriation of dividends, international ownership legislation, interest rate caps, fee caps and tax policies;

the success of our acquisitions and investments (including our acquisition in May 2022 of an additional 36.12% stake in Türkiye Garanti
Bankasi A.. ("Garanti BBVA"), which has resulted in BBVA's stake in Garanti BBVA increasing to 85.97%), divestitures (including the

sale in June 2021 of BBVA USA as well as other companies of the BBVA Group in the United States with activities related to the banking
business), mergers, joint ventures and strategic alliances;


adjustments in the real estate markets in the geographies in which we operate, in particular in Spain, Mexico and Turkey;

the effects of competition in the markets in which we operate, which may be influenced by regulation or deregulation affecting us or our

competitors, and our ability to implement technological advances;

changes in consumer spending and savings habits, including changes in government policies which may influence spending, saving and

investment decisions;

our ability to continue to access sources of liquidity and funding, including public sources of liquidity such as the funding provided by the

European Central Bank under its programs, and our ability to receive dividends and other funds from our subsidiaries;


our ability to hedge certain risks economically;


downgrades in our credit ratings or in sovereign credit ratings, particularly Spain's credit ratings;

our ability to address physical, regulatory, reputational, transition and business risks associated with climate change and emerging and

developing environmental, social and governance standards;


our ability to make payments on certain substantial unfunded amounts relating to commitments with personnel;


the performance of our international operations and our ability to manage such operations;


weaknesses or failures in our Group's internal or outsourced processes, systems (including information technology systems) and security;

weaknesses or failures of our anti-money laundering or anti-terrorism programs, or of our internal policies, procedures, systems and other

mitigating measures designed to ensure compliance with applicable anti-corruption laws and sanctions regulations;


security breaches, including cyber-attacks and identity theft;

the outcome of legal and regulatory actions and proceedings, both those to which the Group is currently exposed and any others which may

arise in the future, including actions and proceedings related to former subsidiaries of the Group or in respect of which the Group may
have indemnification obligations;


actions that are incompatible with our ethics and compliance standards, and our failure to timely detect or remedy any such actions;

uncertainty surrounding the integrity and continued existence of reference rates and the transition away from the Euro Interbank Offered

Rate (EURIBOR), Euro OverNight Index Average (EONIA) and London Inter-bank Offered Rate (LIBOR) to new reference rates;

our success in managing the risks involved in the foregoing, which depends, among other things, on our ability to anticipate events that are

not captured by the statistical models we use; and


force majeure and other events beyond our control.
Readers are cautioned not to place undue reliance on forward-looking statements. In addition, the forward-looking statements made in this
prospectus supplement speak only as of the date of this prospectus supplement. We do not intend to publicly update or revise these forward-looking
statements to reflect events or circumstances after the date of this prospectus supplement, including, without limitation, changes in our business, strategy
or expectations, including as a result of the occurrence of unanticipated events, and we do not assume any responsibility to do so. You should, however,
consult any further disclosures of a forward-looking nature we may make in our other documents filed with, or furnished to, the SEC that are
incorporated by reference into this prospectus supplement and the accompanying prospectus.

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