BBVA 6-K

UNITED STATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2026

Commission file number: 1-10110

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

(Exact name of Registrant as specified in its charter)

BANK BILBAO VIZCAYA ARGENTARIA, S.A.

(Translation of Registrant’s name into English)

Calle Azul, 4

28050Madrid

Spain

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒   Form 40-F ☐

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

Explanatory Note

This Report on Form 6-K contains, as exhibits, certain documents listed below relating to the issuance and sale by Banco Bilbao Vizcaya Argentaria, S.A. (the “Issuer”) of $1,000,000,000 aggregate liquidation preference of its Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (the “Preferred Securities”). This Report on Form 6-K and the Exhibits hereto are hereby incorporated by reference into the Registration Statement on Form F-3 (No. 333-289121) filed with the Securities and Exchange Commission.

Exhibit Index

Exhibit		Description of Exhibit
1.1		Pricing Agreement dated April 30, 2026
4.9		First Supplemental Indenture for the Preferred Securities between the Issuer, as Issuer, and The Bank of New York Mellon, acting (except with respect to its role as Contingent Convertible Preferred Security Registrar)<br> through its London Branch, as Trustee, Paying and Conversion Agent, Calculation Agent, Principal Paying Agent and Contingent Convertible Preferred Security Registrar dated as of May 8, 2026
4.10		Form of Security Certificate representing the Preferred Securities (included in Exhibit 4.9)
5.1		Opinion of Davis Polk & Wardwell LLP, special United States counsel to the Issuer, as to the legality of the Preferred Securities being registered
5.2		Opinion of J&A Garrigues, S.L.P., Spanish counsel to the Issuer, as to the legality of the Preferred Securities being registered
8.1		Opinion of Davis Polk & Wardwell LLP regarding certain U.S. federal income tax matters
23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1 and Exhibit 8.1)
23.2		Consent of J&A Garrigues, S.L.P. (included in Exhibit 5.2)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By:	/s/ Ignacio Echevarría Soriano
Name:	Ignacio Echevarría Soriano
Title:	Authorized Representative

Date: May 8, 2026

EX-1.1

Exhibit 1.1

Pricing Agreement

April 30, 2026

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

United States of America

BBVA Securities Inc.

Two Manhattan West

375 Ninth Avenue, 9th Floor

New York, New York 10001

United States of America

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

United States of America

BNP Paribas Securities Corp.

787 7th Avenue

New York, New York 10019

United States of America

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

United States of America

TD Securities (USA) LLC

1 Vanderbilt Avenue, 11th Floor

New York, New York 10017

United States of America

UBS Securities LLC

11 Madison Avenue

New York, New York 10010

United States of America

As Representatives of the several

Underwriters named in Schedule I hereto,

Ladies and Gentlemen:

Banco Bilbao Vizcaya Argentaria, S.A. (the “Company”), a sociedad anónima incorporated under the laws of the Kingdom of Spain (“Spain”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, a copy of which is attached hereto (the “Underwriting Agreement”), to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) (other than BBVA Securities Inc.) the Series 16 Non-Step-Up

1

Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities specified in Schedule II hereto (the “Preferred Securities”), which may in certain circumstances be converted in accordance with their terms into newly issued fully paid ordinary shares of the Company (the “Conversion Securities” and, together with the Preferred Securities, the “Securities”).

Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the Applicable Time (as set forth in Schedule II hereto), except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Prospectus (as defined in the Underwriting Agreement), and also a representation and warranty as of the Applicable Time in relation to the Prospectus as amended or supplemented relating to the Securities which are the subject of this Pricing Agreement. Each reference to the Underwriters purchasing Preferred Securities in the Underwriting Agreement so incorporated by reference shall be deemed, with respect to BBVA Securities Inc., to instead provide for procuring eligible purchasers on a reasonable best efforts basis. Each reference to the Company issuing and selling Preferred Securities to the Underwriters shall be deemed to refer to the Underwriters other than BBVA Securities Inc. Each reference to the Representatives or to the Underwriters in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters pursuant to Section 13 of the Underwriting Agreement and their addresses are set forth in Schedule II hereto.

A supplement to the Prospectus relating to the Securities, in the form heretofore delivered to you (the “Prospectus Supplement”), is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees that it will issue and sell to each of the Underwriters (other than BBVA Securities Inc.), and each of the Underwriters (other than BBVA Securities Inc.) agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, (i) the liquidation preference of Preferred Securities set forth opposite the name of each such Underwriter in Schedule I hereto and (ii) a pro rata portion of the liquidation preference of any Preferred Securities set forth opposite the name of BBVA Securities Inc. in Schedule I hereto which have not been purchased by purchasers procured by BBVA Securities Inc. BBVA Securities Inc. hereby covenants and agrees to use its reasonable best efforts to procure eligible purchasers for the liquidation preference of Preferred Securities set forth opposite its name in Schedule I hereto.

If the foregoing is in accordance with your understanding, please sign and return to us one counterpart hereof, and upon acceptance hereof by you this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between the several Underwriters on the one hand and the Company on the other.

2

It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in an Agreement among Underwriters.

[Signature pages follow]

Schedule I

Very truly yours,
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By:	/s/ Ignacio Echevarría Soriano
Name: Ignacio Echevarría Soriano
Title:  BBVA Head of Wholesale Funding & Capital<br>Operations

[Signature Pageto Underwriting Agreement]

Accepted as of the date hereof:
BARCLAYS CAPITAL INC.
By:	/s/ Tom Burgess
Name: Tom Burgess
Title: Managing Director
BBVA SECURITIES INC.
By:	/s/ Babak Ghatan
Name: Babak Ghatan
Title: Managing Director
BOFA SECURITIES, INC.
By:	/s/ Sandeep Chawla
Name: Sandeep Chawla
Title: Managing Director
BNP PARIBAS SECURITIES CORP.
By:	/s/ Simon Mayes
Name: Simon Mayes
Title: Managing Director
J.P. MORGAN SECURITIES LLC
By:	/s/ Stephen L. Sheiner
Name: Stephen L. Sheiner
Title: Executive Director
TD SECURITIES (USA) LLC
By:	/s/ Luiz Lanfredi
Name: Luiz Lanfredi
Title: Managing Director
UBS SECURITIES LLC
---	---	---	---
By:	/s/ Todd Mahoney	By:	/s/ Igor Grinberg
Name: Todd Mahoney		Name: Igor Grinberg
Title: Head of DCM and Syndicate, Americas		Title: Managing Director

On behalf of each of the Underwriters

[Signature Pageto Underwriting Agreement]

SCHEDULE I

Underwriter					LiquidationPreference ofPreferredSecurities  to be Purchased
Barclays Capital Inc.						142,800,000
BBVA Securities Inc.*						143,200,000
BofA Securities, Inc.						142,800,000
BNP Paribas Securities Corp.						142,800,000
J.P. Morgan Securities LLC						142,800,000
TD Securities (USA) LLC						142,800,000
UBS Securities LLC						142,800,000
Total					****	1,000,000,000

All values are in US Dollars.

* BBVA Securities Inc. has agreed to use its reasonable best efforts to procure purchasers for the liquidation preference of Preferred Securities set forth opposite its name above.

Schedule I-1

SCHEDULE II

Issuer:

Banco Bilbao Vizcaya Argentaria, S.A.

Title of Preferred Securities:

Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities

Specific Terms of Preferred Securities:

See Appendix A for a copy of the Final Term Sheet relating to the Preferred Securities

Price to Public:

100.000% plus accrued distributions, if any, from May 8, 2026

Purchase Price by Underwriters:

99.200%

AggregateLiquidation Preference:

$1,000,000,000

Denominations (Liquidation Preference):

$200,000

Specified Fundsfor Payment of Purchase Price:

Federal (same-day) funds

Applicable Time:

2:56 p.m. New York time April 30, 2026

Time of Delivery:

12:00 p.m. New York time May 8, 2026

Closing Location for Delivery of Preferred Securities:

New York, New York

Additional Closing Conditions:

None

Schedule II-1

Additional Opinions:

Spanish counsel for the Underwriters shall furnish to the Representatives such written opinion or opinions as are specified in Section 8(b) of the Underwriting Agreement

Names and Addresses of Underwriters, Including the Representatives:

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

United States of America

Facsimile: (646) 834-8133

Attention: Syndicate Registration

BBVA Securities Inc.

Two Manhattan West

375 Ninth Avenue, 9th Floor

New York, New York 10001

United States of America

Facsimile: (212) 258-2216

Attention: Legal Department

BofA Securities, Inc.

114 W 47th St., NY8-114-07-01

New York, New York 10036

United States of America

Facsimile: (646) 855-5958

Attention: High Grade Transaction Management/Legal

BNP Paribas Securities Corp.

787 7th Avenue

New York, New York 10019

Attention: Debt Syndicate

Email: [email protected]

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

United States of America

Facsimile: (212) 834-6081

Attention: Investment Grade Syndicate Desk

TD Securities (USA) LLC

1 Vanderbilt Avenue, 11th Floor

New York, New York 10017

United States of America

Email: [email protected]

Attention: DCM-Transaction Advisory

Appendix A-2

UBS Securities LLC

11 Madison Avenue

New York, New York 10010

United States of America

Attention: Fixed Income Syndicate

Telephone number: (203) 719-1088

Email: [email protected]

Listing:

New York Stock Exchange

Payment of Expenses by the Company and by the Underwriters:

Each Underwriter (other than BBVA Securities Inc.) shall, at the Time of Delivery, pay severally, on a pro rata basis (in the proportion that the liquidation preference of Preferred Securities set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate liquidation preference of the Preferred Securities set forth opposite the names of the Underwriters (other than BBVA Securities Inc.) in Schedule I hereto), the cost of the comfort letters provided by Ernst & Young, S.L., dated as of the Applicable Time and as of the Time of Delivery.

Selling Restrictions:

The Preferred Securities are complex financial instruments with high risk. They are not a suitable or appropriate investment for all investors. In particular, the Preferred Securities are not intended to be sold and shall not be sold to retail investors in any jurisdiction, including the United States.

In the United States, the Preferred Securities are intended to be sold only to institutional investors.

European Economic Area

The Preferred Securities shall not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:

(a)	a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended<br>(“MiFID II”);
(b)	a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify<br>as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
---	---
(c)	not a qualified investor as defined in Regulation (EU) 2017/1129, as amended.
---	---

For the purposes of this provision, an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Preferred Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Preferred Securities.

Schedule II-3

Spain

The Preferred Securities shall not be offered, distributed or sold in Spain in the primary market. However, the Preferred Securities may be sold to Spanish resident investors in circumstances that satisfy the requirements set forth in the ruling 1500/04 of the Directorate General for Taxation (Dirección General de Tributos) of July 27, 2004.

Notwithstanding this, the Preferred Securities shall not be offered, sold or otherwise made available at any time to any retail investor (as defined above) in Spain and any sales of the Preferred Securities in Spain according to the previous paragraph shall be made only to professional clients (clientes profesionales) as defined in Article 194 of Law 6/2023, of March 17, on Securities Markets and Investment Services (Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión) (the “LMV”) or eligible counterparties (contrapartes elegibles) as defined in Article 196 of the LMV and as further limited by the second paragraph of Article 192 of the LMV.

No publicity of any kind as to the Preferred Securities shall be made in Spain.

United Kingdom

The Preferred Securities shall not be offered, sold, distributed or otherwise made available to any UK retail investor in the United Kingdom. For the purposes of this provision, the expression “UK retail investor” means a person who is 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.

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”)) in connection with the issue or sale of the Preferred Securities may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA would not, if the Company was not an “authorised person”, apply to the Company.

All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the Preferred Securities in, from or otherwise involving the United Kingdom.

Singapore

The prospectus supplement and the accompanying prospectus have not been and will not be registered as a prospectus under the Securities and Futures Act 2001 (the “SFA”) by the Monetary Authority of Singapore, and the offer of the Preferred Securities in Singapore will be made pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, the prospectus supplement and the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Preferred Securities may not be circulated or distributed, nor may the Preferred Securities be offered or sold, or made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the SFA, (ii) to an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”) or

Appendix A-4

other relevant person as defined in Section 275(2) of the SFA (a “Relevant Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with, the conditions of any other applicable exemption or provision of the SFA.

It is a condition of the offer that where the Preferred Securities are subscribed for or acquired pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which is:

(a)	a corporation (which is not an Accredited Investor), the sole business of which is to hold investments and<br>the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or
(b)	a trust (where the trustee is not an Accredited Investor), the sole purpose of which is to hold investments<br>and each beneficiary of the trust is an individual who is an Accredited Investor, then
---	---

the securities and securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of that corporation and the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has subscribed for or acquired the Preferred Securities except:

(i)	to an Institutional Investor, an Accredited Investor, a Relevant Person or which arises from an offer<br>referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(c)(ii) of the SFA (in the case of that trust);
(ii)	where no consideration is or will be given for the transfer;
---	---
(iii)	where the transfer is by operation of law; or
---	---
(iv)	as specified in Section 276(7) of the SFA.
---	---

Singapore Securities and Futures Act Product Classification. Solely for the purposes of its obligations pursuant to Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Preferred Securities are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and “Excluded Investment Products” (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Hong Kong

The Preferred Securities have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) and any rules made thereunder, or (ii) in other circumstances which do not

Schedule II-5

result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the “C(WUMP)O”) or that do not constitute an offer to the public within the meaning of the C(WUMP)O; and no advertisement, invitation or document relating to the Preferred Securities has been or will be issued or has been or will be in the possession of any person for the purposes of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Preferred Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the SFO and any rules made thereunder.

Switzerland

The offering of the Preferred Securities in Switzerland is exempt from requirement to prepare and publish a prospectus under the Swiss Financial Services Act (“FinSA”) because the Preferred Securities have a minimum denomination of CHF 100,000 (or equivalent in another currency) or more and the Preferred Securities will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. The pricing term sheet, the prospectus supplement and the accompanying prospectus do not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the Preferred Securities.

Canada

The Preferred Securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Preferred Securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Other Jurisdictions outside the United States

No action may be taken in any jurisdiction that would permit a public offering of the Preferred Securities or the possession, circulation or distribution of the prospectus supplement in any jurisdiction where action for that purpose is required. Accordingly, the Preferred Securities may not be offered or sold, directly or indirectly, and neither the prospectus supplement nor any other offering material or advertisements in connection with the Preferred Securities may be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.

Appendix A-6

Other Terms:

“Underwriter Information” shall mean the statements set forth in (i) the first sentence of the last paragraph of the cover page regarding delivery of the Preferred Securities, (ii) the names of the Underwriters, (iii) the paragraphs under the heading “Underwriting (Conflicts of Interest)” related to stabilization and syndicate covering transactions and (iv) the paragraphs under the heading “Underwriting (Conflicts of Interest)” related to settlement, in each case in the Pricing Prospectus and the Prospectus.

Jurisdictions Specified Pursuant to Section 5(b) of the Underwriting Agreement: None.

Jurisdictions Specified Pursuant to Section 5(d) of the Underwriting Agreement: United States.

Schedule II-7

Appendix A

Final Term Sheet

PRICING TERM SHEET

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

$1,000,000,000 SERIES 16 NON-STEP-UP NON-CUMULATIVE CONTINGENT CONVERTIBLE PERPETUAL PREFERRED TIER 1 SECURITIES

This Free WritingProspectus relates only to the preferred securities described below and should only be read together with the preliminary prospectus supplement dated April 30, 2026 (the “Preliminary Prospectus Supplement”), the accompanyingprospectus dated July 31, 2025 relating to these preferred securities (together with the Preliminary Prospectus Supplement, the “Prospectus”) and the Form 6-K of the Issuer submitted to theU.S. Securities and Exchange Commission on April 30, 2026, which contains certain information on the Issuer’s financial condition and results of operations as of and for the three months ended March 31, 2026. Terms and expressionsused but not defined herein shall have the same meanings as given in the Prospectus.

Issuer		Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”)
Issue		$1,000,000,000 Series 16 Non-Step-Up<br>Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (the “Preferred Securities”)
Issuer Rating*		A2 (Moody’s) / A+ (S&P) / A- (Fitch)
Expected Issue Rating*		Ba1 (Moody’s) / BB+ (Fitch)
Pricing Date		April 30, 2026
Issue Date / Settlement Date / Closing Date		May 8, 2026 (T+6)
Currency		U.S. Dollar
Issue Size		$1,000,000,000
Maturity		Perpetual, with no fixed maturity or fixed redemption date
Optional Call Dates		On the First Reset Date and on any Distribution Payment Date thereafter

Appendix A-1

Liquidation Preference		$200,000 per Preferred Security
Issuer Ordinary Shares Price		EUR 18.81 (closing price on April 30, 2026) in the Relevant Stock Exchange
Legal Format		SEC-registered
Business Day Convention /<br><br><br>Day Count Fraction		Following unadjusted / 30/360 (ISDA)
Distribution Rates		The Preferred Securities accrue Distributions: (i) in respect of the period from (and including) the Closing<br>Date to (but excluding) the First Reset Date at the rate of 7.125% per annum; and (ii) in respect of each Reset Period, at the rate per annum equal to the aggregate of 2.985% (the “Initial Margin”) and the 5-year UST for such Reset Period, and such aggregate converted to a quarterly rate in accordance with market convention (rounded to four decimal places, with 0.00005 rounded down), all as determined by the<br>Calculation Agent on the relevant Reset Determination Date; provided that any Distribution Rate shall not be less than zero.
US Treasury Benchmark		7-year UST (4.125% due April 30, 2033)
US Treasury Price / Yield		99-17 / 4.203%
Re-offer Yield		7.125% quarterly / 7.188% semi-annual
Semi-annual Equivalent Re-offer Spread to US Treasury		298.5 bps
Price to Public		100.000%
Underwriting Discount		0.800%
All-in Price to Issuer		99.200%
Proceeds, Before Expenses, to the Issuer		$992,000,000
CUSIP		05946K AW1
ISIN		US05946KAW18
Distribution Payment Dates		Subject to the provisions set out below, Distributions will be payable quarterly in arrears on each of<br>February 8, May 8, August 8 and November 8 in each year (each a “Distribution Payment Date”), commencing on August 8, 2026.

Appendix A-2

Reset Dates		May 8, 2033 (the “First Reset Date”) and every fifth anniversary thereafter (each, a “Reset<br>Date”). Each period from (and including) a Reset Date to (but excluding) the following Reset Date shall be a “Reset Period”.
5-year UST		In relation to a Reset Date and the Reset Period commencing<br>on that Reset Date, an interest rate expressed as a percentage determined by the Calculation Agent to be the per annum rate equal to the yield to maturity for U.S. Treasury securities with a maturity of five years as published in the most recent<br>H.15.<br> <br><br> <br>“H.15” means the daily statistical release designated as such and<br>published by the Board of Governors of the United States Federal Reserve System under the caption “Treasury constant maturities”, or any successor or replacement publication as reasonably determined by BBVA and notified to the<br>Calculation Agent, that establishes yield on actively traded U.S. Treasury securities, and “most recent H.15” means the H.15 that includes a yield to maturity for U.S. Treasury securities with a maturity of five years, published closest<br>in time (but prior to) the relevant Reset Determination Date.
Distributions Discretionary		BBVA may elect, in its sole and absolute discretion, to cancel the payment of any Distribution on the Preferred<br>Securities in whole or in part at any time and for any or no reason. Distributions on the Preferred Securities will be non-cumulative.
Restrictions on Payments		Payments of Distributions on the Preferred<br>Securities shall be made only out of BBVA’s Distributable Items.<br> <br><br> <br>To the extent<br>that:<br> <br><br> <br>i.   BBVA has<br>insufficient Distributable Items to make Distributions on the Preferred Securities scheduled for payment in the then-current financial year and any interest payments or distributions that have been paid or made or are scheduled or required to be<br>paid or made out of BBVA’s Distributable Items in the then-current financial year, in each case excluding any portion of such payments already accounted for in determining BBVA’s Distributable Items, and/or<br><br><br><br> <br>ii.  the Regulator, in accordance<br>with Article 68 of Law 10/2014 and/or Article 16 of the SSM Regulation and/or with Applicable Banking Regulations then in force, requires BBVA to cancel the relevant Distribution in whole or in part,<br><br><br><br> <br>then BBVA will, without prejudice to the right set forth under “Distributions<br>Discretionary” above to cancel at its discretion the payment of any such Distributions on the Preferred Securities at any time, make partial or, as the case may be, no payment of the relevant Distribution on the Preferred<br>Securities.

Appendix A-3

		No payments will be made on the Preferred Securities (whether by way of a repayment of the Liquidation Preference,<br>the payment of any Distribution or otherwise) if and to the extent that such payment would cause a breach of any regulatory restriction or prohibition on payments on Additional Tier 1 Instruments pursuant to Applicable Banking Regulations<br>(including, without limitation, any such restriction or prohibition relating to any Maximum Distributable Amount or MREL-MDA applicable to BBVA and/or the BBVA Group).
Agreement to Distribution Cancellation		By acquiring Preferred Securities, holders and holders of a beneficial interest in the Preferred Securities acknowledge and agree to the provisions<br>with respect to the cancellation of Distributions described under “Certain Terms of the Preferred Securities—Distributions—Agreement to Distribution Cancellation” in the Preliminary Prospectus Supplement.
Subordination		Unless previously converted into Common<br>Shares pursuant to the conversion provisions of the Indenture and except as provided in the second paragraph under “Certain Terms of the Preferred Securities—Liquidation Distribution” in the Preliminary Prospectus<br>Supplement, the payment obligations of BBVA under the Preferred Securities will constitute direct, unconditional, unsecured and subordinated obligations of BBVA.<br> <br><br><br><br>Upon the insolvency (concurso de acreedores) of BBVA, in accordance with and only to the extent permitted by the Spanish Insolvency Law and any other<br>applicable laws relating to or affecting the enforcement of creditors’ rights in Spain (including, without limitation, Additional Provision 14.3 of Law 11/2015), but subject to any other ranking that may apply as a result of any mandatory<br>provision of law (or otherwise), for so long as the Preferred Securities constitute an Additional Tier 1 Instrument of BBVA, the payment obligations of BBVA under the Preferred Securities will rank: (i) junior to: (a) any claim in respect<br>of any unsubordinated obligations of BBVA (including where the relevant claim subsequently becomes subordinated pursuant to Article 281.1.1º of the Spanish Insolvency Law); and (b) any claim in respect of any other subordinated obligations<br>of BBVA, present and future, other than under any outstanding Additional Tier 1 Instrument of BBVA (other than, to the extent permitted by law, any Parity Securities, whether so ranking by law or their terms); (ii) pari passu with each other<br>and with all other claims in respect of contractually

Appendix A-4

		subordinated obligations of BBVA under any outstanding Additional Tier 1 Instruments, present and future (and, to<br>the extent permitted by law, pari passu with any other Parity Securities, whether so ranking by law or their terms); and (iii) senior to the Common Shares and any other subordinated obligations of BBVA which by law rank junior to the<br>Preferred Securities (including, to the extent permitted by law, any contractually subordinated obligations of BBVA expressed by their terms to rank junior to the Preferred Securities), such that any relevant claim in respect of the Preferred<br>Securities 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 in the<br>Prospectus.
Waiver of Right of Set-Off		The Preferred Securities are subject to the waiver of set-off provisions set forth in the<br>Prospectus.
Conversion		The Preferred Securities are only convertible into Common Shares upon a Trigger Event or a Capital Reduction, in<br>each case as set forth below. The Preferred Securities are not convertible into Common Shares at the option of holders of Preferred Securities at any time and are not redeemable in cash as a result of a Trigger Event or a Capital<br>Reduction.
Trigger Event		A “Trigger Event” shall occur if, at any time, as determined by BBVA, BBVA’s CET1 ratio or the CET1 ratio of the BBVA Group is less<br>than 5.125%.
Capital Reduction		A “Capital Reduction” shall occur upon the adoption, in accordance with Article 418.3 of the<br>consolidated text of the Corporate Enterprises Act (Ley de Sociedades de Capital), approved by Royal Legislative Decree 1/2010, of July 2 (Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de laLey de Sociedades de Capital), as amended, replaced or supplemented from time to time, by a general shareholders’ meeting of BBVA of a resolution of capital reduction by reimbursement of cash contributions (restitución deaportaciones) to shareholders by way of a reduction in the nominal value of the shares of such shareholders in BBVA’s capital.
Conversion Price		The “Conversion Price” shall be, in respect of a Conversion Notice Date, if the Common Shares are:<br>(i) then admitted to trading on a Relevant Stock Exchange, the higher of: (a) the Reference Market Price of a Common Share (translated into U.S. dollars at the Prevailing Rate, if applicable); (b) the Floor Price; and (c) the nominal<br>value of a Common Share (€0.49 on the Closing Date) (translated into U.S. dollars at the Prevailing Rate, if applicable); or (ii) not then admitted to trading on a Relevant Stock Exchange, the higher of (b) and (c)<br>above.

Appendix A-5

Floor Price		$4.4014. The Floor Price is subject to adjustment as described in the Prospectus.
Optional Redemption		All, and not only some, of the Preferred Securities may be redeemed at BBVA’s option on the First Reset Date, and on any Distribution Payment<br>Date thereafter, at the Redemption Price, subject to such redemption being in compliance with Applicable Banking Regulations then in force and subject to the prior consent of the Regulator, if required pursuant to such regulations.
Redemption Due to a Tax Event		If, on or after the<br>Closing Date, there is a Tax Event, the Preferred Securities may be redeemed, in whole but not in part, at BBVA’s option at any time at the Redemption Price, subject to such redemption being in compliance with Applicable Banking Regulations<br>then in force and subject to the prior consent of the Regulator, if required pursuant to such regulations.<br> <br><br><br><br>A “Tax Event” will be deemed to have occurred with respect to the Preferred Securities if, as a result of any change in, or amendment to, the laws<br>or regulations applicable in Spain (including any treaty to which Spain is a party), or any political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in the application or binding official<br>interpretation or administration of any such laws or regulations which change or amendment, or change in the application or binding official interpretation or administration, becomes effective on or after the Closing Date (i) BBVA would not be<br>entitled to claim a deduction in computing its taxation liabilities in Spain, in respect of any Distribution to be made on the next Distribution Payment Date or the value of such deduction to BBVA would be reduced, or (ii) BBVA would be<br>required to pay Additional Amounts pursuant to the Indenture, or (iii) the applicable tax treatment of the Preferred Securities would be materially affected.
Redemption Due to a Capital Event		If, on or after the Closing Date, there is a Capital Event, the Preferred Securities may be redeemed, in whole but not in part, at<br>BBVA’s option at any time at the Redemption Price, subject to such redemption being in compliance with Applicable Banking Regulations then in force and subject to the prior consent of the Regulator, if required pursuant to such<br>regulations.

Appendix A-6

		A “Capital Event” will be deemed to have occurred with respect to the Preferred Securities if there is<br>a change (or any pending change which the Regulator considers to be sufficiently certain) in Spanish law or Applicable Banking Regulations or any application or official interpretation thereof, on or after the Closing Date, that results (or is<br>likely to result) in any of the outstanding aggregate Liquidation Preference of the Preferred Securities ceasing to be included in, or count towards, the BBVA Group’s or BBVA’s Tier 1 Capital.
Clean-up Call		If, on or after the Closing Date, Preferred Securities representing, in the aggregate, 75% or more of the aggregate Liquidation Preference of the<br>Preferred Securities (including, both in the numerator and the denominator, (i) any Preferred Securities issued after the Closing Date and (ii) any Preferred Securities which have been cancelled by the trustee following their surrender for<br>cancellation in accordance with the Indenture) have been purchased by or on behalf of BBVA or any member of the BBVA Group, the Preferred Securities may be redeemed, in whole but not in part, at BBVA’s option at any time at the Redemption<br>Price, subject to such redemption being in compliance with Applicable Banking Regulations then in force and subject to the prior consent of the Regulator, if required pursuant to such regulations.
Substitution / Modification		Notwithstanding<br>anything to the contrary in the Preferred Securities, the Indenture or any other agreements, arrangements, or understandings between BBVA and any holder of the Preferred Securities, by its acquisition of the Preferred Securities, each holder and<br>beneficial owner acknowledges, accepts, consents to and agrees that if a Capital Event or a Tax Event, as applicable, occurs and is continuing, BBVA may, except if a Trigger Event occurs or shall have occurred, and except if a Capital Reduction<br>occurs or shall have occurred (other than in respect of Preferred Securities with respect to which a duly completed Election Notice has been received during the Election Period), substitute all (but not less than all) of the Preferred Securities or<br>modify the terms of all (but not less than all) of the Preferred Securities, without any requirement for the consent or approval of the trustee or the holders or beneficial owners of the Preferred Securities, so that such Preferred Securities are<br>substituted for, or their terms are modified to, become again, or remain Qualifying Preferred Securities (as defined in the Preliminary Prospectus Supplement), subject to satisfaction of the requirements and limitations set forth in the Preliminary<br>Prospectus Supplement.<br> <br><br> <br>Any variation in the terms of the Preferred Securities<br>resulting from any such modification or, if the Preferred Securities are substituted, any difference between the terms of the Preferred Securities and those of the Qualifying Preferred Securities for which the Preferred Securities are substituted,<br>shall not be materially prejudicial to the interests of the holders of the Preferred Securities.

Appendix A-7

Payment of Additional Amounts		All payments of Distributions payable in respect of Preferred Securities by BBVA will be made free and clear of<br>and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature unless such withholding or deduction is required by law. This provision is set forth in full and<br>with important exceptions as described in the Preliminary Prospectus Supplement.
Enforcement Events and Remedies		There are no events of default under the Preferred<br>Securities. In addition, under the terms of the Indenture none of the cancellation or deemed cancellation of any Distribution (in whole or in part), a Trigger Event, a Capital Reduction or the exercise of the Spanish<br>Bail-in Power or of any other resolution tool by the Relevant Spanish Resolution Authority, or BBVA’s failure to provide notice in respect of any of the aforementioned events, will be an Enforcement<br>Event.<br> <br><br> <br>The Preliminary Prospectus Supplement sets forth the definition of an<br>“Enforcement Event”.<br> <br><br> <br>The sole remedies of the holders of the Preferred<br>Securities and the trustee under the Preferred Securities or the Indenture upon the occurrence of an Enforcement Event shall be: (i) with respect to a breach of a Performance Obligation, to seek enforcement of the relevant Performance<br>Obligation; and (ii) with respect to a Liquidation Event, to enforce the entitlement set forth under “Certain Terms of the Preferred Securities—Liquidation Distribution” in the Preliminary Prospectus Supplement.<br><br><br><br> <br>No other remedies<br><br><br><br> <br>Other than the limited remedies mentioned above, no remedy against BBVA shall be<br>available to the trustee (acting on behalf of the holders) or to the holders of the Preferred Securities. Refer to the Preliminary Prospectus Supplement for more details.
Spanish Bail-in Power Acknowledgement		By its acquisition of any Preferred Securities, each holder (which, for the purposes of the below, includes each<br>holder of a beneficial interest in the Preferred Securities) 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<br>Resolution Authority and (ii) the variation of the terms of the Preferred Securities, 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<br>exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority. See “Certain Terms of the Preferred Securities—Agreement and Acknowledgment with Respect to the Exercise ofthe Spanish Bail-in Power” in the Preliminary Prospectus Supplement.

Appendix A-8

Settlement		The Depository Trust Company and its participants, including Clearstream Banking S.A. and Euroclear Bank<br>SA/NV
Listing		BBVA intends to apply to list the Preferred Securities on the New York Stock Exchange and, if approved, trading is expected to commence within 30 days<br>after the initial delivery of the Preferred Securities.
Joint Bookrunners		Barclays Capital<br>Inc.<br> <br>BBVA Securities Inc.<br> <br>BofA Securities, Inc.<br><br><br>BNP Paribas Securities Corp.<br> <br>J.P. Morgan Securities LLC<br><br><br>TD Securities (USA) LLC<br> <br>UBS Securities LLC ****
Governing Law		The laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state, except that<br>the authorization and execution by BBVA of the Indenture, the authorization, issuance and execution by BBVA of the Preferred Securities and provisions thereof relating to the subordination of the Preferred Securities, the waiver of the right of set-off and the agreements and acknowledgments by holders of Preferred Securities and the trustee, respectively, with respect to the exercise and effects of the Spanish<br>Bail-in Power shall be governed by and construed in accordance with the common laws (derecho común) of Spain.
Submission to Jurisdiction		Except as provided in the immediately<br>succeeding paragraph, BBVA will irrevocably submit to the non-exclusive jurisdiction of any U.S. federal or state court in the Borough of Manhattan, the City of New York, New York in any suit or proceeding<br>arising out of or relating to the Preferred Securities or the Indenture, and will irrevocably waive, to the extent it may effectively do so, any objection BBVA may have now or hereafter to the laying of the venue of any such suit or proceeding.<br><br><br><br> <br>Notwithstanding anything to the contrary in the Prospectus, the Preferred Securities or<br>in the Indenture, the Spanish courts in the city of Madrid shall have exclusive jurisdiction in respect of any suit or proceeding arising out of or relating to the Preferred Securities or the Indenture arising out of, relating to or in connection<br>with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority

Appendix A-9

		(a “Bail-in Dispute”) and accordingly each of BBVA, the<br>trustee, each holder and beneficial owner of any Preferred Securities and each agent will submit, to the extent it may effectively do so, to the exclusive jurisdiction of the Spanish courts in the city of Madrid in relation to any Bail-in Dispute. Each of BBVA, the trustee, each holder and beneficial owner of any Preferred Securities and each agent will further irrevocably waive, to the extent it may effectively do so, any objection to the<br>Spanish courts in the city of Madrid on the grounds that they are an inconvenient or inappropriate forum in respect of any Bail-in Dispute.
Prohibitions and Restrictions on Offers and Sales		The Preferred Securities are complex financial instruments<br>and are not a suitable or appropriate investment for all investors. In particular, the Preferred Securities are not intended to be sold and shall not be sold to retail investors in any jurisdiction. The offer and sale of the Preferred Securities are<br>subject to limitation as set out in the Prospectus.<br> <br><br> <br>The Preferred Securities shall<br>not be sold to retail clients in the EEA and the United Kingdom.<br> <br><br> <br>In addition to the<br>prohibition of sales to EEA and UK retail investors, there are restrictions on the offer, sale, distribution and transfer of the Preferred Securities in the EEA, the UK, Singapore, Hong Kong, Switzerland and Canada.<br><br><br><br> <br>The Preferred Securities must not be offered, distributed or sold in Spain in the<br>primary market. However, the Preferred Securities may be sold to Spanish resident investors in circumstances that satisfy the requirements set forth in the ruling 1500/04 of the Directorate General for Taxation (Dirección General deTributos) of July 27, 2004.<br> <br><br> <br>No publicity of any kind as to the Preferred<br>Securities shall be made in Spain.
Target Market / PRIIPs / CCI / Retail Restriction		MiFID II – professionals / ECPs-only / No EEA PRIIPs KID or UK CCI product summary / UK FCA Product<br>Intervention restriction – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or product summary under the<br>UK Financial Conduct Authority’s Product Disclosure Sourcebook has been prepared as not available to retail investors in the EEA or in the United Kingdom. No sales to retail clients (as defined in MiFID II and the UK Financial Conduct<br>Authority’s Conduct of Business Sourcebook (COBS) 3.4) in the EEA or in the United Kingdom. Preferred Securities are incompatible with the knowledge, experience, needs, characteristics and objectives of clients which are retail<br>clients.

Appendix A-10

Conflicts of Interest		BBVA Securities Inc., which is participating in this offering as a Joint Bookrunner, is a wholly-owned subsidiary<br>of BBVA. The offering is being conducted pursuant to FINRA Rule 5121.
Trustee and Agents		The Bank of New York Mellon, acting (except with respect to its role as Contingent Convertible Preferred Security Registrar) through its London<br>Branch, will act as trustee, Paying and Conversion Agent, Calculation Agent, Principal Paying Agent and Contingent Convertible Preferred Security Registrar with respect to the Preferred Securities under, and as such terms are defined in, the<br>Indenture.
Use of Proceeds		BBVA intends to use the net proceeds of the offering for general corporate purposes.
Capitalization Table		The amounts set forth in the BBVA’s capitalization table on page S-62 of the Preliminary Prospectus<br>Supplement, as of March 31, 2026, are updated as follows:
				As of March 31, 2026
---	---	---	---	---	---	---	---	---	---
				Actual			As adjusted
				(in millions of euros)
		Outstanding indebtedness^(1)^
		Short-term indebtedness^(2)^			18,665			18,665
		Long-term indebtedness			75,426
		Total indebtedness^(3)^			94,090
		Stockholders’ equity
		Ordinary shares			2,761			2,761
		Ordinary shares held by consolidated companies			(540	)		(540	)
		Reserves			72,581			72,581
		Dividends			—			—
		Accumulated other comprehensive income			(18,533	)		(18,533	)
		Total shareholders’ equity		****	56,269	****	****	56,269	****
		Preferred shares			—			—
		Non-controlling interest			4,534			4,534
		Total capitalization and indebtedness		****	154,893	****
		(1)  No third party has guaranteed any of the debt of the BBVA Group.<br><br><br><br> <br>(2)  Includes all outstanding promissory notes<br>and bonds, debentures and subordinated debt (including preferred securities) with a remaining maturity of up to one year as of March 31, 2026.<br> <br><br><br><br>(3)  Approximately 8% of the BBVA Group’s indebtedness was secured as of March 31, 2026.
*	Any ratings obtained will reflect only the views of the respective rating agency and should not be considereda recommendation to buy, sell or hold the Preferred Securities. The ratings assigned by the rating agencies are subject to revision or withdrawal at any time by such rating agencies in their sole discretion. Each rating should be evaluatedindependently of any other rating.
---	---
**	BBVA Securities Inc. is a wholly-owned subsidiary of BBVA. The offering is being conducted pursuant to FINRARule 5121. See “ Underwriting (Conflicts of Interest) ” in the Preliminary Prospectus Supplement.
---	---

Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market are generally required to settle inone business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Preferred Securities prior to the business day prior to the delivery of the Preferred Securities hereunder will berequired to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own advisers.

Appendix A-11

BBVA has filed a registration statement (including a prospectus) with the U.S. Securities and ExchangeCommission (SEC) for this offering. Before you invest, you should read the Prospectus for this offering in that registration statement, the Form 6-K of the Issuer submitted to the U.S. Securities and ExchangeCommission on April 30, 2026, which contains certain information on the Issuer’s financial condition and results of operations as of and for the three months ended March 31, 2026, and other documents BBVA has filed with the SEC formore complete information about BBVA and this offering. You may get these documents for free by searching the SEC online database (EDGAR^®^) at www.sec.gov. Alternatively, you may obtain a copyof the Prospectus from Barclays Capital Inc. by calling +1-888-603-5847, BBVA Securities Inc. by calling +1-800-422-8692, BofA Securities, Inc. by calling +1-800-294-1322, BNP Paribas Securities Corp. by calling +1-800-854-5674, J.P.Morgan Securities LLC by calling +1-212-834-4533, TD Securities (USA) LLC by calling 1-855-495-9846 and UBS Securities LLC by calling+1-833-481-0269.

This termsheet is not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended.

Appendix A-12

Appendix B

Issuer Free Writing Prospectus:

Final Term Sheet dated April 30, 2026 related to Banco Bilbao Vizcaya Argentaria, S.A. Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities

Annex B-1

Banco Bilbao Vizcaya Argentaria, S.A.

Preferred Securities

Underwriting Agreement

April 30, 2026

To the Representatives named from time to time in the

applicable Pricing Agreement hereinafter described.

Ladies and Gentlemen:

From time to time Banco Bilbao Vizcaya Argentaria, S.A. (the “Company”), a sociedad an ó nima incorporated under the laws of the Kingdom of Spain (“Spain”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) and, subject to the terms and conditions stated herein and therein, the Company proposes to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) the Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities specified in Schedule II to such Pricing Agreement (the “Preferred Securities”), which may in certain circumstances be converted in accordance with their terms into newly issued fully paid ordinary shares of the Company (the “Conversion Securities” and, together with the Preferred Securities, the “Securities”). The Indenture (as defined below) will provide for the provision by The Bank of New York Mellon, acting through its London Branch, as the initial paying agent in respect of the Preferred Securities (in such capacity, the “Paying Agent”), of a duly executed and completed payment statement in connection with each Payment Amount (as such term is defined in the Base Indenture (as defined herein)) under the Preferred Securities, and set forth certain procedures agreed by the Company and the Paying Agent in order to facilitate such process, along with a form of the payment statement to be used by the Paying Agent.

The terms and rights of the Preferred Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture dated as of July 31, 2025 (the “Base Indenture”), as amended and supplemented, with respect to the Preferred Securities, by a supplemental indenture to be dated as of or around May 8, 2026 (the “First Supplemental Indenture”) (the Base Indenture, as so amended and supplemented, with respect to the Preferred Securities, by the First Supplemental Indenture, the “Indenture”) between the Company and The Bank of New York Mellon (in its capacity as trustee, the “Trustee”). In addition, the Pricing Agreement may contain, if appropriate, the terms and the conditions upon which the Preferred Securities are to be offered or sold outside the United States and any provisions relating thereto.

In this Agreement and in the Pricing Agreement, the following terms shall, unless the context otherwise requires, have the meanings specified as follows:

“Act” means the United States Securities Act of 1933, as amended;

“Applicable Time” means the applicable time specified in the applicable Pricing Agreement;

1

“Bail-In Legislation” means in relation to a member state of the EEA which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulations, rules or requirements as described in the EU Bail-in Legislation Schedule from time to time;

“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation;

“Base Prospectus” means the prospectus included in the Registration Statement relating to, among other things, the Securities, in the form in which it has most recently been filed with the Commission on or prior to the date of the applicable Pricing Agreement;

“BRRD” means (i) Directive 2014/59/EU of the European Parliament and of the Council of May 15, 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms or (ii), as the case may be, such other directive as may come into effect in place thereof, as implemented into Spanish law by Law 11/2015 (as defined herein) and RD 1012/2015 (as defined herein), as amended, replaced or supplemented from time to time, and including any other relevant implementing or developing regulatory provisions;

“BRRD Liability” means (i) a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised; or (ii) any liability, commitment, duty, responsibility, amount payable or contingency or other obligation arising from, or related to, this Agreement or the Pricing Agreement which may be subject to the exercise of the Spanish Bail-in Power (as defined below) by the Relevant Spanish Resolution Authority (as defined below);

“Commission” means the United States Securities and Exchange Commission;

“CRR” means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and amending Regulation (EU) No. 648/2012, as amended, replaced or supplemented from time to time;

“Effective Time” with respect to the Registration Statement means such date and time as of which any part of the Registration Statement filed prior to the execution and delivery of the applicable Pricing Agreement was declared effective by the Commission or has become effective upon filing pursuant to Rule 430B(f)(2) or Rule 462(c) under the Act;

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“Final Term Sheet” means the final term sheet containing a description of the Preferred Securities, prepared and filed pursuant to Section 5(a) hereof, and set forth as an appendix to the applicable Pricing Agreement;

“Law 11/2015” means Spanish Law 11/2015 of June 18, on the recovery and resolution of credit institutions and investment firms (Ley 11/2015 de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amended, replaced or supplemented from time to time;

“Pricing Prospectus” means the Base Prospectus, as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof, provided that, for purposes of this definition, information contained in a form of prospectus that is deemed retroactively to be part of the Registration Statement pursuant to Rule 430B under the Act shall be considered to be included in the Pricing Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) under the Act;

“Prospectus” means the Base Prospectus as proposed to be supplemented by the Prospectus Supplement;

“Prospectus Supplement” means the prospectus supplement relating to the Securities to be filed pursuant to Rule 424 under the Act;

“RD 1012/2015” means Spanish Royal Decree 1012/2015 of November 6, by virtue of which Law 11/2015 is developed and Royal Decree 2606/1996 of December 20, on credit entities’ deposit guarantee funds is amended (Real Decreto 1012/2015, de 6 de noviembre, por el que sedesarrolla la Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión, y por el que se modifica el Real Decreto 2606/1996, de 20 de diciembre, sobre fondos degarantía de depósitos de entidades de crédito), as amended, replaced or supplemented from time to time;

“Registration Statement” means the registration statement on Form F-3 (File No. 333- 289121), including the Prospectus, relating to the Securities filed with the Commission, as amended to the date of the applicable Pricing Agreement;

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters;

“Relevant Spanish Resolution Authority” means the FROB (Autoridad de Resolución Ejecutiva, formerly known as Spanish Fund for Orderly Bank Restructuring or Fondo de Reestructuración Ordenada Bancaria), the European Single Resolution Board, the Bank of Spain, the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) or any other entity with the authority to exercise the Spanish Bail-in Power (as defined herein) from time to time;

“Significant Subsidiaries” shall mean the Company’s “Significant Subsidiaries”, as such term is defined in Rule 1-02 of Regulation S-X;

“Spanish Bail-in Power” means any write-down, conversion, transfer, modification, cancellation or suspension power existing from time to time under: (i) any law, regulation, rule or requirement applicable from time to time in Spain, relating to the transposition or development of the BRRD, including, but not limited to (a) Law 11/2015, (b) RD 1012/2015, and (c) the SRM Regulation (as defined below); or (ii) any other law, regulation, rule or requirement applicable from time to time in Spain pursuant to which (a) obligations or liabilities of banks, investment firms or other financial institutions or their affiliates can be reduced, cancelled, modified, transferred or converted into shares, other securities, or other obligations of such persons or any other person (or suspended for a temporary period or permanently) or (b) any right in a contract governing such obligations may be deemed to have been exercised;

3

“Spanish Insolvency Law” means 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;

“SRM Regulation” means Regulation (EU) No. 806/2014 of the European Parliament and of the Council of July 15 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and amending Regulation (EU) No. 1093/2010, as amended, replaced or supplemented from time to time; and

“Underwriter Information” shall have the meaning set forth in the applicable Pricing Agreement.

Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents which were filed under the Act or the Exchange Act on or before the date and time of the applicable Pricing Agreement, and incorporated by reference in the Registration Statement and the Prospectus, excluding any documents or portions of such documents which are deemed under the rules and regulations of the Commission under the Act not to be incorporated by reference, and, in the case of the Registration Statement, including any prospectus supplement filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of the Registration Statement. Any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act deemed to be incorporated therein by reference after the date of the applicable Pricing Agreement.

1.   Particular sales of Preferred Securities may be made from time to time by the Company to the Underwriters of such Preferred Securities, for whom the firms designated as representatives of the Underwriters of such Preferred Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. This Agreement shall not be construed as an obligation of the Company to sell any of the Preferred Securities or as an obligation of any of the Underwriters to purchase the Preferred Securities except as set forth in a Pricing Agreement, it being understood that the obligation of the Company to issue and sell any of the Preferred Securities and the obligation of any of the Underwriters to purchase any of the Preferred Securities shall be evidenced by the applicable Pricing Agreement with respect to the Preferred Securities specified therein. Each Pricing Agreement shall specify the aggregate liquidation preference of and distributions payable on, if any, such Preferred Securities, the initial public offering price of such Preferred Securities, the purchase price to the Underwriters of such Preferred Securities, the names of the Underwriters of such Preferred Securities, the names of the Representatives of such Underwriters, the liquidation preference of such Preferred Securities to be purchased, or for which eligible purchasers are to be procured, by each Underwriter and the underwriting discount and/or commission, if any, payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Preferred Securities and payment therefor. The applicable Pricing Agreement shall also specify (to the extent not set forth in the Registration Statement and Prospectus with respect thereto) the terms of such Preferred Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced in accordance with Section 25 hereof. The obligations of

the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint, unless otherwise specified therein with respect to BBVA Securities Inc.

2.   The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a)   The Company meets the requirements for the use of Form F-3, and the Registration Statement, including the Prospectus, has been filed with the Commission in accordance with applicable regulations of the Commission under the Act, and has been declared or has become effective under the Act;

(b)   No stop order suspending the effectiveness of the Registration Statement (as amended or supplemented) has been issued and no proceeding for that purpose has been initiated or threatened, and no order preventing or suspending the use of the Prospectus or any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities (an “Issuer Free Writing Prospectus”) has been issued by the Commission;

(c)   At the Effective Time, the Registration Statement and the Prospectus conformed, and any amendments thereof and supplements thereto relating to the Securities will conform, in all material respects to the requirements of the Act, the Exchange Act and the rules and regulations of the Commission thereunder; and neither the Registration Statement at the Effective Time nor the Prospectus as of the date thereof and, as amended or supplemented, at the Time of Delivery (as defined below) of the Preferred Securities, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of the Registration Statement, not misleading, or in the case of the Prospectus, in light of the circumstances in which they were made, not misleading; provided, however, that this representation and warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter of Preferred Securities by the Representatives expressly for use in such documents, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the Underwriter Information and (ii) any statements or omissions made in that part of the Registration Statement that constitutes the Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee;

(d)   The Pricing Prospectus, as supplemented by the Final Term Sheet together with any other Issuer Free Writing Prospectus listed in an appendix to the applicable Pricing Agreement and any other “free writing prospectus”, as defined in Rule 405 under the Act, that the parties hereto shall hereafter expressly agree in writing to treat as part of the pricing disclosure package (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Issuer Free Writing Prospectus listed in an appendix to the applicable Pricing Agreement does not conflict with the information contained in the Registration Statement, the Prospectus Supplement or the Prospectus; and each Issuer Free Writing Prospectus and any road show presentation, including any Bloomberg road show presentation made by or on

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behalf of the Company, in each case listed in an appendix to the applicable Pricing Agreement, taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter of Preferred Securities by the Representatives expressly for use in such documents or the Pricing Disclosure Package, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the Underwriter Information;

(e)   Each document incorporated by reference in the Pricing Prospectus or the Prospectus, when it became effective or was filed with the Commission, as the case may be, complied in all material respects with the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained any untrue statement of any material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Pricing Prospectus or the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain any untrue statement of any material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that (i) no such documents were filed with the Commission following the Commission’s close of business on the business day (as defined below) immediately prior to the date of the applicable Pricing Agreement and prior to the execution of the applicable Pricing Agreement, except as set forth on a schedule to the applicable Pricing Agreement; and (ii) this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter of Preferred Securities by the Representatives expressly for use in such documents;

(f)   The Indenture will provide for the provision by the Paying Agent of a duly executed and completed payment statement in connection with each Payment Amount (as such term is defined in the Base Indenture) under the Preferred Securities, and set forth certain procedures agreed by the Company and the Paying Agent in order to facilitate such process, along with a form of the payment statement to be used by the Paying Agent;

(g)   The Company and each of the Significant Subsidiaries have been duly incorporated and are validly existing and in good standing under the respective laws of their jurisdiction of incorporation, with power and authority (corporate and other) to own, lease, license and operate their properties and conduct their business as described in the Registration Statement and the Pricing Prospectus;

(h)   Neither the Company nor any of the Significant Subsidiaries is in violation of its respective charter or by-laws or in default (or with the giving of notice or lapse of

time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and the Company’s subsidiaries, taken as a whole (“Material Adverse Effect”);

(i)   The issue and sale of the Preferred Securities, any issue and delivery of Conversion Securities upon conversion of the Preferred Securities and the execution and delivery by the Company of, and the performance by the Company of its obligations under, as applicable, all of the provisions of the Preferred Securities and the Pricing Agreement (including the provisions of this Agreement), and compliance with the terms and provisions thereof, will not (i) result in a breach or violation of any of the terms and provisions of the charter or by-laws (or similar constitutive documents) of the Company, or (ii) result in a breach of any of the terms or provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (a) the charter or by-laws (or similar constitutive documents) of the Company, (b) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its properties, (c) any rules of any stock exchange on which the ordinary shares of the Company are listed, or (d) any agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties of the Company is subject, except (in the case of (ii) above only) as would not have a Material Adverse Effect; and the Company has full power and authority (corporate and other) to authorize, issue and sell the Preferred Securities and perform its obligations thereunder, in each case as contemplated by the Pricing Agreement (including the provisions of this Agreement), and the Company has taken all necessary corporate actions to authorize, issue and sell the Preferred Securities and to perform its obligations thereunder;

(j)   Except as disclosed in the Pricing Disclosure Package, since the end of the period covered by the latest historical financial statements included in the Pricing Disclosure Package (i) there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and the Company’s subsidiaries, taken as a whole, that has resulted, or is likely to result, in a Material Adverse Effect and (ii) there has been no change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and the Company’s subsidiaries, taken as a whole, that has resulted, or is likely to result, in a Material Adverse Effect;

(k)   The issued and outstanding share capital of the Company has been duly authorized and validly issued and is fully paid and non-assessable (i.e., will not subject any holder thereof to further calls or to personal liability to the Company or any of its creditors by reason only of being such holder); none of the outstanding shares of the Company was issued in violation of pre-emptive or other similar rights;

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(l)   The Company has implemented and uses procedures that it reasonably believes are required by applicable regulations, including procedures required by the Bank of Spain and the European Central Bank, to monitor, review, calculate, assess and maintain the sufficiency of its consolidated subsidiaries’ reserves in light of all the circumstances; the Company calculates, reviews, assesses and estimates its regulated consolidated subsidiaries’ regulatory capital requirements, and the Company reasonably believes that its methodology in relation to its risk-based capital position and requirements is, in light of all the circumstances, fair and in accordance with applicable regulations in all material respects;

(m)  This Agreement has been duly authorized, executed and delivered by the Company;

(n)   The applicable Pricing Agreement (including the provisions of this Agreement) has been duly authorized, executed and delivered by the Company;

(o)   All material consents, approvals, authorizations, orders, registrations, clearances and qualifications of or with any court or governmental agency or body or any stock exchange authorities having jurisdiction over the Company required for the issue and sale of the Preferred Securities and the performance by the Company of its obligations thereunder and for the execution and delivery by the Company of the applicable Pricing Agreement to be duly and validly authorized, have been obtained or made and are in full force and effect, other than the granting and registration with the Commercial Registry of Vizcaya (Registro Mercantil de Vizcaya) of the Issuance Deed and the public deed of disbursement (Acta de Cierre);

(p)   The Preferred Securities have been duly authorized, and, when executed, authenticated, issued, delivered and paid for pursuant to a Pricing Agreement and the Indenture, the Preferred Securities will have been duly executed, authenticated, issued and delivered by the Company in accordance with Spanish law, will be fully paid and non-assessable and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights, to general equity principles and to any exercise of the Spanish Bail-in Power; and no holder thereof will be subject to personal liability by reason only of being such a holder; the Preferred Securities will not be subject to the pre-emptive rights of any shareholder of the Company and will be consistent with the description thereof contained in the Prospectus and the applicable Prospectus Supplement, and such descriptions will conform to the rights set forth in the instruments defining the same;

(q)   The payment obligations of the Company under the Preferred Securities will be subordinated to the extent set forth in the Pricing Prospectus;

(r)   Neither the Company, nor any of its affiliates (as defined in Rule 405 under the Act), nor any person acting on its or their behalf (other than any Underwriter, as to which no representation is made) has taken or will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilization in violation of applicable laws or manipulation of the price of any security of the Company to facilitate the sale or resale of the Preferred Securities;

(s)   The Company is not, and after giving effect to the offering and sale of the Preferred Securities and the application of the proceeds thereof as described in the Prospectus, will not be, required to register as an “investment company” as such term is defined in the U.S. Investment Company Act of 1940, as amended;

(t)   Except as described in the Pricing Prospectus, no stamp or other issuance or transfer taxes or duties or similar fees or charges are payable by or on behalf of the Underwriters to Spain or any political subdivision or taxing authority thereof or therein in connection with (i) the issuance, sale and delivery by the Company of the Preferred Securities to or for the respective accounts of the Underwriters or (ii) the sale and delivery by the Underwriters of the Preferred Securities in accordance with the terms of this Agreement and in the manner contemplated by the Pricing Prospectus and the Registration Statement;

(u)   The statements set forth in the Pricing Prospectus and the Registration Statement under the captions “Summary” and “Description of the Contingent Convertible Preferred Securities of BBVA” (as amended and supplemented by the statements set forth under the caption “Certain Terms of the Preferred Securities” in the Prospectus Supplement), taken together, insofar as they purport to constitute a summary of the terms of the Preferred Securities, and in the Prospectus Supplement under the captions “Spanish Tax Considerations” and “Material U.S. Federal Income Tax Considerations”, insofar as they purport to describe the provisions of the laws referred to therein, in each case when read together with any Final Term Sheet and any other Issuer Free Writing Prospectuses listed in an appendix to the applicable Pricing Agreement, are accurate and complete in all material respects;

(v)   (i) The Company has available for issue and authority to allot, free from pre-emption rights, sufficient authorized but unissued ordinary shares to enable the conversion of the Preferred Securities pursuant to the Indenture; (ii) the Conversion Securities to be issued upon any conversion of the Preferred Securities will be duly and validly authorized, and, when issued upon the conversion of the Preferred Securities, will have been duly issued and delivered by the Company in accordance with Spanish laws, will be fully paid and non-assessable and, in accordance with current Spanish laws and the current bylaws of the Company, no holder thereof will be subject to personal liability by reason only of being such a holder and will not be subject to calls for further funds; and (iii) any Conversion Securities to be issued upon conversion of the Preferred Securities will not be issued in violation of the pre-emptive rights of any holder of ordinary shares and, in accordance with Spanish laws and the current bylaws of the Company, will rank pari passu and carry the same rights and privileges in all respects as the other ordinary shares of the Company then outstanding;

(w)   Except as described in or contemplated by the Pricing Disclosure Package, none of the Company, any of its Significant Subsidiaries, nor, to the knowledge of the Company, any director, officer or employee of the Company or any of its Significant Subsidiaries, is aware of or has taken any action, directly or indirectly, that could reasonably lead to an action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Significant Subsidiaries in connection with a violation by any such person of any anti-corruption or anti-bribery laws or regulations of any applicable jurisdiction including the UK Bribery Act 2010, as amended, and the U.S. Foreign Corrupt Practices Act, as

9

amended, and the rules and regulations thereunder (the “Anti-Corruption Laws”) which would result in a fine or other sanction which would be material for the Company or the Company and its Significant Subsidiaries, and the Company, each of the Significant Subsidiaries and, to the knowledge of the Company, their respective affiliates have conducted their businesses in compliance in all material respects with the Anti-Corruption Laws (except for any non-compliance which is not material in the context of the issue of the Preferred Securities), and have instituted and maintain policies and procedures designed to ensure compliance therewith in all material respects;

(x)    The Company and each of its Significant Subsidiaries maintain a system of controls and procedures reasonably designed to ensure that the operations of the Company and each of its Significant Subsidiaries are conducted, where applicable, in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the European Union, Spain, the United States and each State thereof and the United Mexican States, and applicable money laundering statutes and the rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no material action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Significant Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

(y)    None of the Company or any of its Significant Subsidiaries is currently the subject of sanctions in a material amount administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or any similar sanctions administered by the European Union, Spain or the United Mexican States; and the Company maintains a system of controls and procedures reasonably designed to prevent the proceeds raised in connection with the issue of the Preferred Securities from being used directly or indirectly in any manner that would contravene any OFAC or any similar European, Spanish or Mexican regulations that may be applicable to them; provided that this Section 2(y) shall only apply, and shall only be sought, to the extent that it does not result in a breach and/or violation of any provision of Council Regulation (EC) No 2271/96 of November 22, 1996, as amended (or any law or regulation implementing such Regulation in any member state of the European Union);

(z)    The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and the Company’s and its subsidiaries’ internal controls over financial reporting are effective and neither the Company nor any of its subsidiaries is aware of any material weakness in its or their internal controls over financial reporting;

(aa)   The Company and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act);

(bb)   Except as set forth in or contemplated by the Pricing Disclosure Package, no litigation, prosecution, investigation, arbitration or administrative proceeding involving the Company, any of the Company’s subsidiaries or any of its properties is pending, or, to the knowledge of the Company, threatened, except to the extent that any such litigation, prosecution, investigation, arbitration or proceeding, if resolved unfavorably to the Company, any of the Company’s subsidiaries or any of its respective properties, would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;

(cc)   Except as set forth in the Pricing Disclosure Package, there have been no material changes to the Company’s consolidated capitalization and indebtedness since March 31, 2026;

(dd)   Ernst & Young, S.L. is an independent registered public accounting firm in respect of the Company as required by the Act and the applicable rules and regulations of the Commission;

(ee)   So long as certain conditions set forth in Law 10/2014 of June 26, on the organization, supervision and solvency of credit institutions (Ley 10/2014 de 26 de junio, de ordenación, supervisión y solvencia de entidades decrédito), as amended (“Law 10/2014”), and the procedures established in Spanish Royal Decree 1065/2007 of July 27, approving the General Regulations governing tax management and inspection acts and procedures and developing the common rules for tax enforcement procedures (Real Decreto 1065/2007, de 27 de julio, por el que se aprueba el Reglamento General de las actuaciones y los procedimientos de gestión e inspección tributaria y dedesarrollo de las normas comunes de los procedimientos de aplicación de los tributos), as amended, are complied with, and provided there are no changes to current laws or regulations, any payments in respect of the Preferred Securities made by the Company shall be made with no withholding tax in Spain;

(ff)   No event has occurred, nor has any action been taken, which would or could reasonably result in the voluntary or involuntary liquidation, dissolution, winding-up or insolvency of the Company pursuant to the terms of the Spanish Insolvency Law (as such term is defined in the Pricing Prospectus). The Company is not subject to an early intervention or resolution process pursuant to the terms of Law 11/2015; and

(gg)   The Preferred Securities will be issued pursuant to the First Additional Provision of Law 10/2014 and its development regulations, and upon issue will comply with and be subject to Law 10/2014, CRR and other applicable banking regulations as of the Time of Delivery for the Preferred Securities to qualify as Tier 1 capital of the Company, as calculated by the Company in accordance with Chapters 1, 2 and 3 (Tier 1 capital, Common Equity Tier 1 capital and Additional Tier 1 capital) of Title I (Elements of own funds) of Part Two (Own Funds and Eligible Liabilities) of the CRR and/or other applicable banking regulations at such time, including any applicable transitional, phasing in or similar provisions.

3.   Upon the execution of the applicable Pricing Agreement and authorization by the Representatives of the release of the Preferred Securities, the several Underwriters propose to offer such Preferred Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented.

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4.   Preferred Securities to be purchased, or for which eligible purchasers are to be procured, by each Underwriter pursuant to the applicable Pricing Agreement, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of Federal (same day) funds to the account specified by the Company in the currency specified in such Pricing Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time of Delivery” for such Preferred Securities.

5.   The Company covenants and agrees with each of the Underwriters:

(a)   To prepare the Final Term Sheet in a form approved by the Representatives and to file such Final Term Sheet pursuant to Rule 433(d) under the Act within the time required by such Rule, and to prepare the Prospectus as amended or supplemented in relation to the applicable Preferred Securities in a form approved by the Representatives, which approvals shall not be unreasonably withheld, and to file such Prospectus pursuant to Rule 424(b) under the Act no later than the Commission’s close of business on the second business day following the execution and delivery of the applicable Pricing Agreement or, if applicable, such earlier time as may be required by such Rule, and to take such steps as they deem necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, to promptly file such Prospectus; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of the applicable Pricing Agreement and prior to the Time of Delivery for the Preferred Securities which shall be reasonably disapproved by the Representatives for such Preferred Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly all reports required to be filed by Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of such Preferred Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, (i) of the receipt of any comments from the Commission in respect of the Registration Statement or any prospectus relating to the Securities, (ii) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any examination pursuant to Section 8(e) of the Act concerning the Registration Statement or of any order preventing or suspending the use of any prospectus relating to the Securities, (iv) of the suspension of the qualification of the Preferred Securities for offering or sale in any jurisdiction, (v) of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any document incorporated by reference therein or for additional information with respect thereto and of receipt (whether written or oral) by it (or by any of its officers or attorneys) of any comments or other communication from the Commission relating to the Registration

Statement, the Pricing Disclosure Package (and, notwithstanding any other provision of this Agreement, if any such request or communication is in writing, the Company shall promptly furnish the Underwriters with a copy thereof) or any document incorporated by reference therein, and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order, (vi) of the occurrence of any event that could reasonably be expected to cause the Company to withdraw, rescind or terminate the offering of the Preferred Securities or would permit the Company to exercise any right not to issue the Preferred Securities other than as set forth in the Pricing Disclosure Package, (vii) of the occurrence of any event, or the discovery of any fact, the occurrence or existence of which would require the making of any change in any of the Pricing Disclosure Package then being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (viii) of any proposal or requirement to make, amend or supplement any of the Pricing Disclosure Package or of any other material information relating to the offering of the Preferred Securities or this Agreement that any Underwriter may from time to time reasonably request;

(b)   Promptly from time to time to take such action as the Representatives may reasonably request, after consultation with the Company, to qualify such Preferred Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and as are specified in the applicable Pricing Agreement and to maintain such qualification in effect for not less than one year from the date of the applicable Pricing Agreement; provided, however, that additional such jurisdictions may be reasonably requested by the Representatives, with the prior consent of the Company, subsequent to the date thereof; and provided further that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c)   To furnish the Underwriters with copies of the Prospectus, as amended or supplemented, in such quantities as the Representatives may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required under the Act at any time in connection with the offering or sale of the Preferred Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or the Registration Statement or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to file such document and to prepare and furnish, without charge, to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance;

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(d)   During the period beginning from the date of the applicable Pricing Agreement and continuing to and including the later of (i) the completion of the sale of the Preferred Securities by the Underwriters (as determined by the Representatives), but not more than 30 calendar days following the Time of Delivery, and (ii) the Time of Delivery for such Preferred Securities, not to offer, sell, contract to sell or otherwise dispose of, in the jurisdiction specified in the applicable Pricing Agreement, any U.S. dollar-denominated contingent convertible securities issued by the Company which are substantially similar to the Preferred Securities, without the prior written consent of the Representatives, it being understood that the U.S. dollar-denominated senior non-preferred securities to be issued by the Company on or around the Time of Delivery are not substantially similar to such Preferred Securities;

(e)   To timely file or submit such reports pursuant to the Exchange Act as are necessary in order to make generally available to its securityholders an earnings statement complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder, covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act) as soon as is reasonably practicable after the termination of such twelve-month period; provided however, that the Company will be deemed to have satisfied this obligation by filing with, or submitting to, the Commission a consolidated earnings statement complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder for the year ended December 31, 2026 as soon as is reasonably practicable after the termination of such twelve-month period;

(f)   To grant the Spanish law governed public deed (escritura de emisi ó n) pursuant to Article 407 of the Spanish Companies Act (Ley de Sociedades de Capital), approved by the Royal Legislative Decree 1/2010, of July 2 (Real Decreto Legislativo 1/2010, de 2 de julio , por el que se aprueba el texto refundido de la Ley deSociedades de Capital) in respect of the Preferred Securities (the “Issuance Deed”) and to register it with the Commercial Registry of Vizcaya (Registro Mercantil de Vizcaya) before the Time of Delivery;

(g)   To grant the Spanish law governed public deed of disbursement (Acta de Cierre) before a Spanish notary public, supplementing the Issuance Deed, after the Time of Delivery and to register it with the Commercial Registry of Vizcaya (Registro Mercantil de Vizcaya) promptly upon the granting thereof;

(h)   To use its best efforts to effect, promptly following the Time of Delivery, the authorization of the Preferred Securities for listing on the New York Stock Exchange, or any other stock exchange on which the Prospectus specifies that the Preferred Securities may be listed, and to permit the Preferred Securities to be eligible, at the Time of Delivery, for clearance and settlement through the facilities of the Depository Trust Corporation (“DTC”), or any other clearance and settlement entity through which the Prospectus specifies that clearance and settlement of the Preferred Securities may be made;

(i)   Without the prior written consent of the Representatives, none of the Company, its affiliates or any person acting on its or their behalf (other than any Underwriter, as to which no representation is made) has given or will give to any prospective purchaser of the Preferred Securities any written information concerning the offering of the Preferred Securities other than materials contained in the Pricing Disclosure Package, the Prospectus or any other offering materials distributed with the prior written consent of the Representatives;

(j)   The Company will comply with Section 11.04 of the Base Indenture *(*as amended and supplemented by the First Supplemental Indenture) with respect to the Preferred Securities; and

(k)   Upon conversion of the Preferred Securities, the Company will deliver full legal title to the Conversion Securities free of third-party rights and will use all reasonable endeavors to obtain the approval of the admission to listing of the Conversion Securities on the Spanish Stock Exchange (which term shall include the Madrid, Barcelona, Valencia and Bilbao Stock Exchanges), or any other stock exchange on which the Prospectus specifies that the Conversion Securities may be listed;

6.

(a)   The Company represents and agrees that (i) without the prior written consent of<br>the Underwriters, other than the Issuer Free Writing Prospectuses listed in an appendix to the applicable Pricing Agreement, it has not made and will not make any offer relating to the Preferred Securities that (A) would constitute an Issuer<br>Free Writing Prospectus or (B) would otherwise constitute a “free writing prospectus”, as defined in Rule 405 under the Act, required to be filed with the Commission or retained by the Company pursuant to Rule 433 under the Act,<br>(ii) it has complied and will comply with the requirements of Rules 164 and 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending and<br>(iii) it will treat any such free writing prospectus consented to by the Underwriters as an Issuer Free Writing Prospectus.

(b)   Each Underwriter represents and agrees that, without the prior written consent of the Company and the other Underwriters, it has not made and will not make any offer relating to the Preferred Securities that (i) would constitute an Issuer Free Writing Prospectus, or (ii) would otherwise constitute a “free writing prospectus”, as defined in Rule 405 under the Act, required to be filed with the Commission or retained by the Company pursuant to Rule 433 under the Act; provided, however, that the Company consents to the use by each Underwriter of a “free writing prospectus” not required to be filed with the Commission or retained by the Company pursuant to Rule 433 under the Act that contains only (A) information describing the preliminary terms of the Preferred Securities or their offering which will not be inconsistent with the Final Term Sheet or the other Issuer Free Writing Prospectuses listed in an appendix to the applicable Pricing Agreement, (B) information that describes the final terms of the Preferred Securities or their offering and that is included in the Final Term Sheet or any other Issuer Free Writing Prospectuses listed in an appendix to the applicable Pricing Agreement and (C) information that is in any electronic road show related to the Preferred Securities and approved in writing as such by the Company.

(c)   Any such “free writing prospectus”, as defined in Rule 405 under the Act, the use of which has been consented to by the Company and the Underwriters (including the Final Term Sheet) will be listed in an appendix to the applicable Pricing Agreement.

7.   The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid all those costs, expenses and disbursements relating or incident to the offering, purchase, sale and delivery of the Preferred Securities as are set forth in the applicable Pricing Agreement. Each Underwriter, severally and not jointly, covenants and agrees with the Company that the Underwriters will pay or cause to be paid all those costs, expenses and disbursements relating or incident to the offering, purchase, sale and delivery of

15

the Preferred Securities as are set forth in the applicable Pricing Agreement. All payments made in respect of this Agreement or the applicable Pricing Agreement may be made without withholding or deduction for or on account of any taxes, duties, assessments or charges of whatever nature imposed or levied by or on behalf of Spain or any political sub-division or authority thereof or therein, provided the recipient is (i) resident for tax purposes in Spain; or (ii) resident for tax purposes in a country which has entered into a treaty for the avoidance of double taxation with Spain which provides for a full exemption from Spanish taxes on business profits (a “DTT”), where the taxation of the services rendered under the Underwriting Agreement and this Pricing Agreement are limited to the country of tax residence of the recipient and timely submits to the Company a valid tax residence certificate duly issued by the tax authorities of its respective country of tax residency evidencing its tax residence in that country for the purposes of the DTT (or the fulfilment of any other formality). Tax residence certificates shall be valid for up to one year from the date of their issuance and should not relate to a tax year other than that in which the relevant payment is due or made (whichever occurs first).

8.   The obligations of the Underwriters of any Preferred Securities under the applicable Pricing Agreement shall be subject, in the discretion of the Representatives, to the condition, to be met by the Time of Delivery, that all representations and warranties of the Company in or incorporated by reference in the applicable Pricing Agreement are, at and as of the Time of Delivery for such Preferred Securities, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a)   The Final Term Sheet, together with any other Issuer Free Writing Prospectuses listed in an appendix to the applicable Pricing Agreement and any other “free writing prospectus”, as defined in Rule 405 under the Act, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433(d) under the Act and the Prospectus as amended or supplemented in relation to such Preferred Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with;

(b)   U.S. counsel and, if so specified in the applicable Pricing Agreement, Spanish counsel for the Underwriters shall each have furnished to the Representatives such written opinion or opinions, dated the Time of Delivery for such Preferred Securities, with respect to the Pricing Agreement (including the provisions of this Agreement), the Preferred Securities, the Pricing Disclosure Package, the Prospectus and the Registration Statement (as amended or supplemented at the Time of Delivery for such Preferred Securities) and other related matters not exceeding the scope of those covered in the opinions given pursuant to Sections 8(c) and 8(d), respectively, below as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass on such matters;

(c)   U.S. counsel for the Company shall have furnished to the Representatives its written opinion, dated the Time of Delivery for such Preferred Securities, reasonably satisfactory to the Underwriters and substantially similar in form and substance to Schedule 8(c) attached hereto;

(d)   Spanish counsel for the Company shall have furnished to the Representatives their written opinion, dated the Time of Delivery for such Preferred Securities, reasonably satisfactory to the Underwriters and substantially similar in form and substance to Schedule 8(d) attached hereto;

(e)   At the Applicable Time and at the Time of Delivery for the Preferred Securities, each firm of independent accountants that has certified financial statements of the Company included or incorporated by reference in the Registration Statement shall have furnished to the Underwriters and the directors of the Company a letter or letters, dated each such date, in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus and substantially similar in form and substance to Schedule 8(e) attached hereto;

(f)    Except as contemplated in the Prospectus, as amended or supplemented, since the Applicable Time there shall not have occurred (i) any change or decrease specified in the letter or letters referred to in Section 8(e) or (ii) any change, or any development involving a prospective change, in or affecting the financial condition, earnings, business, operations, prospects or properties of the Company and the Company’s subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, that, in any case referred to in paragraphs (i) or (ii) above, the Representatives reasonably conclude, after consultation with the Company, impairs the investment quality of the Preferred Securities so as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Preferred Securities as contemplated by the Prospectus, and from the Applicable Time to the Time of Delivery (as specified in the Pricing Agreement), no rating of the Company’s long-term senior debt securities shall have been lowered by Moody’s, S&P or Fitch, and other than public announcements made prior to the Applicable Time, none of Moody’s, S&P or Fitch shall have publicly announced that it has under surveillance or review with possible negative implications any rating of the Company’s long-term senior debt securities;

(g)   After the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in any securities of the Company by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV), the Commission, any Spanish Stock Exchange (which term shall include the Madrid, Barcelona, Valencia and Bilbao Stock Exchanges), the New York Stock Exchange or the London Stock Exchange; (ii) a suspension or material limitation of trading in securities generally on any Spanish Stock Exchange, the New York Stock Exchange, the London Stock Exchange or in the over-the-counter market, or any setting of minimum or maximum prices for trading on such exchange; (iii) a general moratorium on all banking activities declared by any U.S. federal, New York, United

17

Kingdom or Spanish authorities or a material disruption in clearance or settlement systems in the United States, the United Kingdom or Spain; (iv) a change or development involving a prospective change in taxation in Spain affecting the Preferred Securities or the imposition of exchange controls by the United States or Spain; (v) a material outbreak or escalation of hostilities involving the United States or Spain or the declaration by the United States or Spain of a national emergency or war; or (vi) the occurrence of any material adverse change in the existing financial, political or economic conditions in the United States or Spain, where the effect of any such event specified in (i) through (vi) above is in the reasonable judgment of the Representatives, after consultation with the Company, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Preferred Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented relating to the Securities;

(h)   The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of copies of the Prospectus on the business day next succeeding the date of the applicable Pricing Agreement;

(i)    At the Time of Delivery, the Preferred Securities shall have been approved for clearance and settlement through the facilities of DTC, or any other clearance and settlement entity through which the Prospectus specifies that clearance and settlement of the Preferred Securities may be made;

(j)    The Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Preferred Securities a certificate or certificates of an officer of the Company substantially similar in form and substance to Schedule 8(j) attached hereto, as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance of the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery and as to the matters set forth in subsections (a) and (f) of this Section; and

(k)   If any condition specified in this Section 8 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Delivery, and such termination shall be without liability of any party to any other party except that Sections 7, 9, 11, 14, 15, 16, 17, 19, 21, **** 22 and 23 hereof and any related provisions of the applicable Pricing Agreement shall survive any such termination and remain in full force and effect.

9.	(a)   The Company agrees to indemnify and hold harmless each Underwriter, its directors,<br>officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act against any losses, claims, damages or liabilities or expenses, joint or several, as incurred to which such Underwriter,<br>director, officer, employee or controlling person may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any<br>material fact contained in any preliminary prospectus, any preliminary prospectus supplement, the Registration Statement or the Prospectus, as amended or supplemented, the Pricing Prospectus, the Pricing Disclosure Package, any Issuer Free Writing<br>Prospectus listed in an appendix to the applicable Pricing Agreement, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any<br>
<br>road show materials listed in an appendix to the applicable Pricing Agreement, in each case, relating to the Preferred Securities, or any amendment or supplement thereto, or arise out of or are<br>based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter and each such director, officer, employee or<br>controlling person for any and all expenses (including the fees and disbursements of counsel chosen by such Underwriter, subject to subsection (c) below) as such expenses are incurred by such Underwriter in connection with investigating,<br>defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage or liability to the extent,<br>but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, any preliminary prospectus supplement, the Registration Statement or the<br>Prospectus, as amended or supplemented, the Pricing Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus listed in an appendix to the applicable Pricing Agreement or any road show materials listed in an appendix to the<br>applicable Pricing Agreement, in each case, relating to the Preferred Securities, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Preferred Securities<br>through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the Underwriter Information.
---

(b)   Each Underwriter severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers and employees, and each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which each such person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any preliminary prospectus, any preliminary prospectus supplement, the Registration Statement or the Prospectus, as amended or supplemented, the Pricing Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus listed in an appendix to the applicable Pricing Agreement, in each case, relating to the Preferred Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, any preliminary prospectus supplement, the Registration Statement or the Prospectus, as amended or supplemented, the Pricing Prospectus, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus listed in an appendix to the applicable Pricing Agreement, in each case, relating to the Preferred Securities, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Preferred Securities through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the Underwriter Information; and will reimburse the Company and each such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of

19

counsel chosen by the Company, subject to subsection (c) below) as such expenses are incurred by the Company in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

(c)   Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall, so far as permitted by any insurance policy of the indemnified party and subject to the indemnifying party agreeing to indemnify the indemnified party against all judgments and other liabilities resulting from such action, be entitled to participate therein and, to the extent that it may elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided that, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel, to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the representatives representing the indemnified parties who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). An indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault,

culpability or a failure to act, by or on behalf of any indemnified party. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 9, the indemnifying party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the indemnifying party of such request and (ii) the indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.

(d)   If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) or expenses referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Preferred Securities on the other from the offering of the Preferred Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Preferred Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof) or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same respective proportions as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters, in each case as set forth on the cover page of the Prospectus, as amended or supplemented. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Preferred Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has

21

otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Preferred Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Preferred Securities and not joint.

(e)   The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer, director or employee of each Underwriter and to each person, if any, who controls, is controlled by or is under common control with any Underwriter within the meaning of the Act or the Exchange Act; and the several obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer, director or employee of the Company and to each person, if any, who controls, is controlled by or is under common control with the Company within the meaning of the Act or the Exchange Act.

10.

(a)   If any Underwriter shall default in its obligation to purchase the Preferred<br>Securities which it has agreed to purchase under the applicable Pricing Agreement, the Representatives may in their discretion, after giving notice to and consulting with the Company, arrange for themselves or another party or other parties to<br>purchase such Preferred Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Preferred<br>Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Preferred<br>Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Preferred Securities, or the Company notifies the Representatives that<br>it has so arranged for the purchase of such Preferred Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Preferred Securities for a period of not more than seven days, in order to effect<br>whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the<br>Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with<br>like effect as if such person had originally been a party to the applicable Pricing Agreement.

(b)   If, after giving effect to any arrangements for the purchase of the Preferred Securities of a defaulting Underwriter or Underwriters by the Representatives or the Company as provided in subsection (a) above, the aggregate liquidation preference of such Preferred Securities which remains unpurchased does not exceed one-eleventh of the aggregate liquidation preference of the Preferred Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the liquidation preference of Preferred Securities which such Underwriter agreed to purchase under the applicable Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation preference of

Preferred Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c)   If, after giving effect to any arrangements for the purchase of the Preferred Securities of a defaulting Underwriter or Underwriters by the Representatives or the Company as provided in subsection (a) above, the aggregate liquidation preference of Preferred Securities which remains unpurchased exceeds one-eleventh of the aggregate liquidation preference of the Preferred Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Preferred Securities of a defaulting Underwriter or Underwriters, then the applicable Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company on the one hand and the Underwriters on the other hand, as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Notwithstanding the foregoing, BBVA Securities Inc. will not participate in the terms set out in Section 10 since BBVA Securities Inc. will not purchase any Preferred Securities, but instead will procure eligible purchasers for the Preferred Securities set forth opposite its name in Schedule I.

11.   The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, the Company or any officer or director or controlling person of the Underwriters or the Company, and shall survive delivery of and payment for the Preferred Securities sold hereunder and any termination of this Agreement.

12.   If any Pricing Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Preferred Securities covered by such Pricing Agreement except that Sections 7, 9, 11, 14, 15, 16, 17, 19, 21, 22 and 23 hereof and any related provisions of the applicable Pricing Agreement shall survive any such termination and remain in full force and effect.

13.   In all dealings hereunder, the Representatives of the Underwriters of the Preferred Securities shall act on behalf of each such Underwriter, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the applicable Pricing Agreement.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or electronic transmission to the address of the Representatives as set forth in the applicable Pricing Agreement; and, if to the Company, shall be delivered or sent by mail or electronic transmission to BBVA, Calle Azul 4, 28050 Madrid, Spain, Attention: Daniel Cubero [email protected]; provided, however, that

23

any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail or electronic transmission to such Underwriter at its address set forth in the applicable Pricing Agreement. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

14.   This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement. No purchaser of any Preferred Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15.   The Company waives to the fullest extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of agency, fiduciary or similar duty to the Company in connection with the offering of the Preferred Securities or the process leading thereto and acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Preferred Securities (including in connection with determining the terms of the offering contemplated by this Agreement) and not as an agent or fiduciary to the Company or any other person. Additionally, each Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of such matters, and no Underwriter shall have any responsibility or liability to the Company or any other person with respect to such matters. Any review by an Underwriter of the Company, the transactions contemplated by this Agreement or any other due diligence review by such Underwriter in connection with such transactions will be performed solely for the benefit of such Underwriter and shall not be on behalf of the Company or any other person. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

16.   The Company irrevocably agrees that any suit, action or proceeding against the Company brought by Underwriters or by any person who controls the Underwriters, arising out of or based upon this Agreement, the Pricing Agreement or the transactions contemplated hereby may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, and, to the extent permitted by law, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and irrevocably submits to the nonexclusive jurisdiction of such courts in any such suit, action or proceeding. The Company irrevocably appoints Banco Bilbao Vizcaya Argentaria, S.A., New York Branch, as its Authorized Agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on this Agreement, the Pricing Agreement or the transactions contemplated hereby or thereby which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, by an Underwriter or by any person who controls an Underwriter, and the Company expressly consents to the jurisdiction of any such court in respect of any such suit, action or proceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment

in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any suit, action or proceeding based on this Agreement may be instituted by the Underwriters in any competent court in Spain.

17.   In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

18.   In respect of any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the “judgment currency”) other than United States dollars, the Company will indemnify each Underwriter against any loss incurred by such Underwriter as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at which an Underwriter is able to purchase United States dollars with the amount of judgment currency actually received by such Underwriter. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into United States dollars.

19.   Time shall be of the essence of each Pricing Agreement. As used herein, “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

20.   The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof.

21.   Except as may be otherwise provided in a Pricing Agreement, this Agreement and each Pricing Agreement and anymatters or controversies arising out of or related to any such agreement shall be governed by and construed in accordance with the laws of the State of New York.

22.   Notwithstanding and to the exclusion of any other term of this Agreement, any Pricing Agreement or any other agreements, arrangements, or understandings between the Company and any or all of the Underwriters, each of the Company and each Underwriter acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of (A) the Spanish Bail-in Power by the Relevant Spanish Resolution Authority and/or (B) Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts, consents to and agrees to be bound by:

(a)   the exercise and effects of (A) the Spanish Bail-in Power by the Relevant Spanish Resolution Authority in relation to any BRRD Liability of the Company to such Underwriter and/or (B) Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of an Underwriter to the Company under this Agreement, which may be imposed with or without any prior notice and (without limitation) may include and result in any of the following, or some combination thereof:

25

(i)   the reduction of all, or a portion, of such BRRD Liability or outstanding amounts due thereon;

(ii)   the conversion of all, or a portion, of such BRRD Liability or outstanding amounts due thereon into shares, other securities or other obligations of the Company or any Underwriter, as applicable, or another person, and the issue to or conferral on such Underwriter or the Company, as applicable, of any such shares, securities or obligations, including by means of an amendment, modification or variation of the terms of any BRRD Liability;

(iii)  the cancellation of such BRRD Liability or outstanding amounts due thereon; and/or

(iv)  the amendment or alteration of any interest or distribution payable, if applicable, on such BRRD Liability or outstanding amounts due thereon, and the maturity or the dates on which any payments on such BRRD Liability or outstanding amounts are due, including by suspending payment for a temporary period; and

(b)   the variation of the terms of such BRRD Liability or outstanding amounts due thereon, this Agreement and/or the relevant Pricing Agreement, as deemed necessary by the Relevant Resolution Authority and/or the Relevant Spanish Resolution Authority, to give effect to the exercise of (A) the Bail-in Powers by the Relevant Resolution Authority and/or (B) the Spanish Bail-in Power by the Relevant Spanish Resolution Authority, as applicable.

23.

(a)   In the event that any Underwriter that is a Covered Entity becomes subject to a<br>proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the<br>U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b)   In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section 23, the following terms shall have the following meaning:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i)  a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)  a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)  a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

24.  Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593, as amended (the “MiFID Product Governance Rules”), regarding the mutual responsibilities of manufacturers under the MiFID Product Governance Rules:

(a)   the Company acknowledges that it understands the responsibilities conferred upon it under the MiFID Product Governance Rules relating to: (i) each of the product approval process, the target market and the proposed distribution channels as applying to the Preferred Securities and (ii) the related information set out in the Pricing Prospectus, the Prospectus, the Prospectus Supplement, the Final Term Sheet and any announcements in connection with the Preferred Securities; and

(b)   each Underwriter notes the application of the MiFID Product Governance Rules and acknowledges the target market and distribution channels identified as applying to the Preferred Securities by the Company and the related information set out in the Pricing Prospectus, the Prospectus, the Prospectus Supplement, the Final Term Sheet and any announcements in connection with the Preferred Securities.

25.  This Agreement and any Pricing Agreement may be executed manually, by facsimile or by electronic signature in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts of this Agreement or a Pricing Agreement, as the case may be, shall together constitute but one and the same instrument. The exchange of copies of this Agreement or any Pricing Agreement and of signature pages by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) transmission or other electronically-imaged signature (including, without limitation, DocuSign or Adobe Acrobat Sign) or transmission shall constitute effective execution and delivery of such agreement as to the parties hereto or thereto, as the case may be, and may be used in lieu of the original agreement for all purposes. Signatures of the parties hereto or thereto transmitted by facsimile, email or other electronic format (e.g., “pdf,” “tif” or “jpg”) (including, without limitation, DocuSign or Adobe Acrobat Sign) shall be deemed to be their original signatures for all purposes. Unless otherwise provided herein, the words “execute,” “execution,” “signed,” and “signature” and words of similar import used in or related to any document to be signed in connection with this Agreement, any Pricing Agreement or any of the transactions contemplated hereby or thereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as

27

applicable, to the fullest extent as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act.

Schedule 8(c)

Form of Opinion of U.S. Counsel

in connection with Section 8(c) of the Underwriting Agreement

Schedule 8(d)

Form of Opinion of Spanish Counsel

in connection with Section 8(d) of the Underwriting Agreement

Schedule 8(e)

Forms of Auditors’ Comfort Letter

in connection with Section 8(e) of the Underwriting Agreement

Schedule 8(j)

Form of Certificate

inconnection with Section 8(j) of the Underwriting Agreement

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

OFFICER’S CERTIFICATE PURSUANT TO SECTION 8(j)

OF THE UNDERWRITING AGREEMENT

May 8, 2026

The undersigned, [      ], does hereby certify, pursuant to Section 8(j) of the underwriting agreement dated April 30, 2026 (the “Underwriting Agreement”) incorporated by reference in the Pricing Agreement dated April 30, 2026 (the “Pricing Agreement”), between Banco Bilbao Vizcaya Argentaria, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Company”), on the one hand, and the Underwriters named therein (the “Underwriters”), on the other hand, on behalf of the Company and to the best of [his] [her] knowledge, after reasonable investigation, that:

(i)	attached hereto as Exhibit A [is a/are] true, complete and correct specimen[s] of the global<br>certificate[s] representing the Preferred Securities;
(ii)	the representations and warranties of the Company in the Underwriting Agreement are accurate at and as of<br>the Time of Delivery;
---	---
(iii)	the Company has performed all of its obligations under the Underwriting Agreement to be performed at or<br>prior to the Time of Delivery;
---	---
(iv)	the Final Term Sheet has been filed with the Commission within the applicable time period prescribed for<br>such filing by Rule 433(d) under the Act and the Prospectus as amended or supplemented in relation to such Securities has been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such<br>filing by the rules and regulations under the Act and in accordance with Section 5(a) of the Underwriting Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof or suspending the use of the<br>Prospectus or any Issuer Free Writing Prospectus, has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission; and all requests for additional information on the part of the<br>Commission have been complied with; and
---	---
(v)	except as contemplated in the Prospectus, as amended or supplemented, since the Applicable Time there has<br>not occurred (i) any change or decrease specified in the letter or letters referred to in Section 8(e) of the Underwriting Agreement or (ii) any change, or any development involving a prospective change, in or affecting the financial<br>condition, earnings, business, operations, prospects or properties of the Company, taken as a whole, whether or not arising from transactions in the ordinary course of business, and at or after the Applicable Time, no rating of the Company’s<br>long-term senior debt securities has been lowered by Moody’s, S&P or Fitch, and other than public announcements made prior to the Applicable Time, none of Moody’s, S&P or Fitch has publicly announced that it has under<br>surveillance or review with possible negative implications any rating of the Company’s long-term senior debt securities.
---	---

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement and the Pricing Agreement.

Schedule 8(j)-1

IN WITNESS WHEREOF, I have executed this certificate on behalf of the Company as of the date first written above.

By:
	Name:
	Title:

I, [ ], [ ] of the Company, do hereby certify that the signature set forth opposite his name is the true and genuine signature of [ ].

IN WITNESS WHEREOF, I have hereunto signed my name as of the date first written above.

By:
	Name:
	Title:

EX-4.9

Exhibit 4.9

BANCO BILBAO VIZCAYAARGENTARIA, S.A.

as Issuer,

and

THE BANK OF NEW YORKMELLON

as Trustee, Paying and Conversion Agent, Calculation Agent

and Principal Paying Agent

and

THE BANK OF NEW YORK MELLON

as Contingent Convertible Preferred Security Registrar

FIRST SUPPLEMENTAL INDENTURE

dated as of May 8, 2026

to

CONTINGENT CONVERTIBLE PREFERRED SECURITIES INDENTURE

dated as of July 31, 2025

in respect of

$1,000,000,000 Contingent Convertible Preferred Securities

TABLE OF CONTENTS

			PAGE
ARTICLE 1
DEFINITIONS
Section 1.01.	Definition of Terms			2
Section 1.02.	Separability Clause			3
Section 1.03.	Benefits of Supplemental Indenture			3
ARTICLE 2
THE PREFERRED SECURITIES
Section 2.01.	Form, Title, Terms and Payments			4
Section 2.02.	Distributions			5
Section 2.03.	Amended Provision of Contingent Convertible Preferred Securities Indenture			6
ARTICLE 3
MISCELLANEOUS
Section 3.01.	Confirmation of Indenture			7
Section 3.02.	Governing Law			7
Section 3.03.	Submission to Jurisdiction			7
Section 3.04.	Counterparts			7
Section 3.05.	Not Responsible for Recitals or Issuance of Preferred Securities			8
Section 3.06.	Instructions by Electronic Means			8

i

This FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of May 8, 2026, between Banco Bilbao Vizcaya Argentaria, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, as issuer (the “Company”), having its principal executive office located at Calle Azul 4, 28050 Madrid, Spain, and The Bank of New York Mellon, a New York banking corporation duly organized and existing under the laws of the State of New York, currently having its principal corporate trust office located at 240 Greenwich Street, New York, New York 10286, United States, and acting (except with respect to its role as Contingent Convertible Preferred Security Registrar) through its London Branch currently located at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom, as trustee (the “Trustee”¸ which term includes any successor Trustee), paying and conversion agent (the “Paying and Conversion Agent”, which term includes any successor Paying and Conversion Agent), calculation agent (the “Calculation Agent”, which term includes any successor Calculation Agent), principal paying agent (the “Principal Paying Agent”, which term includes any successor Principal Paying Agent) and security registrar (the “Contingent Convertible Preferred Security Registrar”, which term includes any successor Contingent Convertible Preferred Security Registrar).

WITNESSETH:

WHEREAS, the Company and the Trustee have executed and delivered a Contingent Convertible Preferred Securities Indenture, dated as of July 31, 2025 (the “Contingent Convertible Preferred Securities Indenture”), to provide for the issuance of the Company’s Contingent Convertible Preferred Securities;

WHEREAS, the Company hereto desires to issue a new series of Contingent Convertible Preferred Securities to be known as the $1,000,000,000 Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities **** (the “Preferred Securities”);

WHEREAS, the parties hereto desire to establish that the Preferred Securities shall be issued in the form of one or more Global Securities substantially in the form of Exhibit A to this First Supplemental Indenture pursuant to Sections 2.01 and 3.01 of the Contingent Convertible Preferred Securities Indenture;

WHEREAS, Section 10.01(f) of the Contingent Convertible Preferred Securities Indenture permits the Company and the Trustee to enter into a supplemental indenture to establish the form or terms of Contingent Convertible Preferred Securities of any series as permitted under Sections 2.01 or 3.01 and 10.01(e) of the Contingent Convertible Preferred Securities Indenture without the consent of Holders;

WHEREAS, Section 10.01(e) of the Contingent Convertible Preferred Securities Indenture permits the Company and the Trustee to add to, change or eliminate any provisions of the Contingent Convertible Preferred Securities Indenture, subject to certain conditions, without the consent of Holders;

WHEREAS, this First Supplemental Indenture shall amend and supplement the Contingent Convertible Preferred Securities Indenture but only with respect to the Preferred Securities; to the extent the terms of the Contingent Convertible Preferred Securities Indenture are inconsistent with the provisions of this First Supplemental Indenture, the terms of this First Supplemental Indenture shall control and prevail, but only with respect to the Preferred Securities. The Contingent Convertible Preferred Securities Indenture, as amended and supplemented by, and together with, this First Supplemental Indenture are hereinafter referred to as the “Indenture”; and

WHEREAS, the Company has requested and does hereby request that the Trustee execute and deliver this First Supplemental Indenture, and whereas all actions required by the Company to be taken in order to make this First Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been taken and performed, and the execution and delivery of this First Supplemental Indenture have been duly authorized in all respects,

NOW, THEREFORE, the Company and the Trustee mutually covenant and agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definition of Terms. For all purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(b) a term defined anywhere in this First Supplemental Indenture has the same meaning throughout;

(c) capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Contingent Convertible Preferred Securities Indenture;

(d) headings are for convenience of reference only and do not affect interpretation;

(e) the words “herein”, “hereof”, “hereto” and “hereunder” and other words of similar import, when used in this First Supplemental Indenture, refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision of this First Supplemental Indenture;

(f) unless otherwise specified herein, references herein to a specific Section, Article or Exhibit refer to Sections or Articles of, or an Exhibit to, this First Supplemental Indenture;

(g) wherever the words “include”, “includes” or “including” are used in this First Supplemental Indenture, they shall be deemed to be followed by the words “without limitation”;

(h) for purposes of this First Supplemental Indenture, references herein to any act or statute or any provision of any act or statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment; and

(i) the following terms shall have the following meanings whenever used herein and shall apply to the Preferred Securities:

“5-year UST” means, in relation to a Reset Date and the Reset Period commencing on that Reset Date, an interest rate expressed as a percentage determined by the Calculation Agent to be the per annum rate equal to the yield to maturity for U.S. Treasury securities with a maturity of five years as published in the most recent H.15;

“Accrual Date” means the date from which Distributions began to accrue. Distributions begin to accrue on the first day of a Distribution Period, which is either a Distribution Payment Date or, in the case of the first Distribution Period, the date of issuance;

“Business Day” means any day, other than Saturday or Sunday, that is neither a Legal Holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in the City of New York, London or Madrid;

“Closing Date” means May 8, 2026, being the date of the initial issue of the Preferred Securities;

“Company” means the Person named as the “Company” in the first paragraph of this First Supplemental Indenture until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Company” shall mean such successor Person, and any other obligor upon the Preferred Securities;

2

“Depositary” means The Depository Trust Company (“DTC”) and its successors;

“Distribution” means the non-cumulative cash distribution, if any, in respect of the Preferred Securities in a Distribution Period, determined in accordance with the Indenture;

“Distribution Payment Date” means, with respect to the Preferred Securities, each of February 8, May 8, August 8 and November 8 in each year, commencing on August 8, 2026;

“First Reset Date” **** means May 8, 2033;

“Floor Price” means $4.4014, subject to adjustment in accordance with Section 4.05 of the Contingent Convertible Preferred Securities Indenture;

“H.15” means the daily statistical release designated as such and published by the Board of Governors of the United States Federal Reserve System under the caption “Treasury constant maturities”, or any successor or replacement publication as reasonably determined by the Company and notified to the Calculation Agent, that establishes yield on actively traded U.S. Treasury securities, and “most recent H.15” means the H.15 that includes a yield to maturity for U.S. Treasury securities with a maturity of five years, published closest in time (but prior to) the relevant Reset Determination Date;

“Holder” means a Person in whose name a Preferred Security is registered in the Contingent Convertible Preferred Security Register;

“Initial Margin” means 2.985% per annum;

“Liquidation Preference” **** means $200,000 per Preferred Security;

“Payment Business Day” means any day, other than Saturday or Sunday, that is neither a Legal Holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in the City of New York or Madrid;

“Regular Record Date” for the Distribution payable on any Distribution Payment Date on the Preferred Securities means the 15th calendar day (whether or not a Business Day) preceding a Distribution Payment Date;

“Reset Date” **** means the First Reset Date and every fifth anniversary thereafter;

“Reset Determination Date” **** means, in relation to each Reset Date, the second Business Day immediately preceding such Reset Date; and

“Reset Period” means the period from (and including) a Reset Date to (but excluding) the next succeeding Reset Date.

Section 1.02. Separability Clause. In case any provision in this First Supplemental Indenture or the Preferred Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.03. Benefits of Supplemental Indenture. Nothing in this First Supplemental Indenture or the Preferred Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture.

3

ARTICLE 2

THE PREFERRED SECURITIES

Section 2.01. Form, Title, Terms and Payments. The form of any Contingent Convertible Preferred Security that is designated as a Preferred Security shall be evidenced by one or more Global Securities in registered form (each, a “Global Preferred Security”) deposited with, or on behalf of, the Depositary on the Closing Date. Definitive Preferred Securities shall not be issued except as provided in and subject to the provisions of the Contingent Convertible Preferred Securities Indenture. The Global Preferred Securities shall be registered in the name of the Depositary’s nominee (initially Cede & Co.) and executed and delivered in substantially the form attached hereto as Exhibit A. The terms and provisions of the Global Preferred Securities are hereby incorporated herein by reference and made a part hereof as if set forth herein in full, except that insofar as the terms and provisions of the Global Preferred Securities may conflict with the provisions set forth herein, the provisions set forth herein (as they may be amended from time to time) shall control and prevail with respect to the terms and provisions of the Global Preferred Securities.

(a) There is hereby established a new series of Contingent Convertible Preferred Securities designated as the $1,000,000,000 **** Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities with the terms provided herein (including Section 1.01(i) hereof) and in the Contingent Convertible Preferred Securities Indenture (as amended and supplemented hereby) (referred to herein as the “Preferred Securities”).

(b) The Preferred Securities shall carry a Liquidation Preference of $200,000 per Preferred Security.

(c) The Preferred Securities shall be initially limited in aggregate Liquidation Preference to $1,000,000,000. The Company may from time to time, without the consent of the Holders, issue additional Preferred Securities having the same ranking and same Distribution Rate, redemption terms and other terms as the Preferred Securities described in this First Supplemental Indenture, except for the price to the public at initial Accrual Date, Closing Date and first Distribution Payment Date. Any such additional Preferred Securities subsequently issued shall rank equally and ratably with the Preferred Securities in all respects, so that such further Preferred Securities shall be consolidated and form a single series with the Preferred Securities.

(d) The Preferred Securities shall be perpetual Contingent Convertible Preferred Securities and shall have no stated maturity in respect of Liquidation Preference.

(e) The Preferred Securities shall not have a sinking fund. No premium, upon redemption or otherwise, shall be payable by the Company on the Preferred Securities. The Preferred Securities shall not be redeemable except as provided in Article 12 of the Contingent Convertible Preferred Securities Indenture.

(f) Any proposed transfer of an interest in the Preferred Securities held in the form of a Global Preferred Security shall be effected through the book-entry system maintained by the Depositary.

(g) The Distribution Rate on the Preferred Securities is set forth in Section 2.02(a) hereof.

(h) Payments in respect of the Preferred Securities, including payments of Liquidation Preference and Distributions, shall be subject to the conditions set forth under Section 2.02 hereof and the Contingent Convertible Preferred Securities Indenture (including Sections 3.07, 3.08, 3.09, 3.10, 6.02, Articles 4 and 12 and Section 14.01 thereof). The Place of Payment of the Preferred Securities shall be the Corporate Trust Office.

(i) The Depositary for the Preferred Securities shall be DTC (or, if applicable, its successors).

4

(j) Upon the terms and subject to the conditions contained herein, the Company hereby appoints The Bank of New York Mellon as the initial Paying and Conversion Agent, Calculation Agent, Principal Paying Agent and Contingent Convertible Preferred Security Registrar, under the Indenture for the purpose of performing such roles with respect to the Preferred Securities, and The Bank of New York Mellon hereby accepts such appointments. The Company may change the Paying and Conversion Agent, the Calculation Agent, the Principal Paying Agent and/or the Contingent Convertible Preferred Security Registrar without prior notice to the Holders. The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to the Contingent Convertible Preferred Securities Indenture, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by the Calculation Agent as though it was a party thereto, provided, however, that the Calculation Agent shall be deemed to have acknowledged, accepted and agreed to be bound, and will be bound, by Section 14.02 thereof, on the same terms as the Trustee, with respect to any BRRD Liability of the Company to the Calculation Agent.

(k) Additional Amounts will be payable in respect of the Preferred Securities as provided in Section 11.04 of the Contingent Convertible Preferred Securities Indenture.

Section 2.02. Distributions.

(a) The Preferred Securities accrue Distributions at the following rate (the “Distribution Rate”):

(i) in respect of the period from (and including) the Closing Date to (but excluding) the First Reset Date at the rate of 7.125% per annum; and

(ii) in respect of each Reset Period, at the rate per annum equal to the aggregate of the Initial Margin and the 5-year UST for such Reset Period, **** and such aggregate converted to a quarterly rate in accordance with market convention (rounded to four decimal places, with 0.00005 rounded down), all as determined by the Calculation Agent on the relevant Reset Determination Date, provided that any Distribution Rate shall not be less than zero. As of the date of this First Supplemental Indenture, the market convention for quarterly rate conversion is as follows:

Subject as provided in the Indenture (including Sections 3.08 and 3.09 of the Contingent Convertible Preferred Securities Indenture), such Distributions will be payable quarterly in arrears on each Distribution Payment Date.

(b) If a Distribution is required to be paid in respect of a Preferred Security on any date other than a Distribution Payment Date, it shall be calculated by the Calculation Agent by applying the Distribution Rate to the Liquidation Preference in respect of each Preferred Security, multiplying the product by (i) the actual number of days in the period from (and including) the applicable Accrual Date to (but excluding) the date on which Distributions fall due divided by (ii) the actual number of days from (and including) the applicable Accrual Date to (but excluding) the next following Distribution Payment Date multiplied by four, and rounding the resulting figure to the nearest cent (half a cent being rounded upwards).

(c) The Company will be discharged from its obligations to pay Distributions on the Preferred Securities by payment to the Principal Paying Agent for the account of the Holders on the relevant Distribution Payment Date or as otherwise provided in Section 2.02(b) or (d). Subject to any applicable fiscal or other laws and regulations, each such payment in respect of the Preferred Securities will be made in Dollars (or such coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts) by transfer to an account capable of receiving payments in such currency, as directed by the Principal Paying Agent.

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(d) If any date on which any payment is due to be made on the Preferred Securities would otherwise fall on a date which is not a Payment Business Day, the payment will be postponed to the next Payment Business Day and the Holders shall not be entitled to any interest or other payment in respect of any such delay.

(e) If the Company does not pay a Distribution or part thereof in accordance with this Section 2.02, such non-payment shall evidence the cancellation of such Distribution (or relevant part thereof), and accordingly, such Distribution shall not in any such case be due and payable. For the avoidance of doubt, if the Company provides notice to cancel a portion, but not all, of a Distribution in respect of the Preferred Securities, and the Company subsequently does not make a payment of the remaining portion of such Distribution on the relevant Distribution Payment Date, such non-payment shall evidence the Company’s exercise of its discretion, pursuant to Section 3.08 of the Contingent Convertible Preferred Securities Indenture, to cancel also such portion of such Distribution, and accordingly such portion of the Distribution shall also not be due and payable.

(f) The Calculation Agent will at or as soon as practicable after the relevant time on each Reset Determination Date at which the Distribution Rate is to be determined, determine the Distribution Rate for the relevant Reset Period. The Calculation Agent will cause the Distribution Rate for each Reset Period to be notified to the Company and the stock exchange on which the Preferred Securities are listed and notice thereof to be published in accordance with Section 1.06 of the Contingent Convertible Preferred Securities Indenture as soon as possible after its determination but in no event later than the fourth Business Day after each Reset Determination Date.

Section 2.03. Amended Provision of Contingent Convertible Preferred Securities Indenture. The definition of “Qualifying Preferred Securities” set forth in Section 1.01 of the Contingent Convertible Preferred Securities Indenture shall be deleted with respect to the Preferred Securities only and shall not apply to the Preferred Securities and shall, with respect to the Preferred Securities only, be replaced, by the following definition:

““Qualifying PreferredSecurities” means, with respect to the Contingent Convertible Preferred Securities of a series which is subject to any substitution or modification pursuant to Section 3.20, at any time, any securities issued by the Company (including any Contingent Convertible Preferred Securities so modified as to remain Qualifying Preferred Securities) that:

(a)	contain terms which comply with the then-current requirements to be included in, or count towards, the<br>Group’s and the Company’s Tier 1 Capital;
(b)	have the same or higher ranking as is applicable to such series of Contingent Convertible Preferred Securities<br>on the issue date of such series of Contingent Convertible Preferred Securities under Section 13.01;
---	---
(c)	have the same denomination and aggregate outstanding Liquidation Preference, the same terms for the<br>determination of any applicable Distributions, the same redemption rights and the same dates for payment of Distributions as such series of Contingent Convertible Preferred Securities immediately prior to any substitution or modification pursuant to<br>Section 3.20;
---	---
(d)	preserve any existing rights under such series of Contingent Convertible Preferred Securities to any accrued<br>Distribution which has not been paid in respect of the period from and including the Distribution Payment Date last preceding the date of any substitution or modification pursuant to Section 3.20 (where not cancelled or deemed cancelled<br>pursuant to, or otherwise subject to the limitations on payment set out in, Section 3.08 and 3.09);
---	---

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(e)	are listed or admitted to trading on any stock exchange as selected by the Company; provided that such series<br>of Contingent Convertible Preferred Securities was listed or admitted to trading on a stock exchange immediately prior to the relevant substitution or modification pursuant to Section 3.20; and
(f)	are not, immediately following the relevant substitution or modification, subject to a Capital Event or a Tax<br>Event.”
---	---

ARTICLE 3

MISCELLANEOUS

Section 3.01. Confirmation of Indenture. The Contingent Convertible Preferred Securities Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Contingent Convertible Preferred Securities Indenture and this First Supplemental Indenture shall, in respect of any Preferred Securities, be read, taken and construed as one and the same instrument. This First Supplemental Indenture constitutes an integral part of the Contingent Convertible Preferred Securities Indenture with respect to the Preferred Securities. In the event of a conflict between the terms and conditions of the Contingent Convertible Preferred Securities Indenture and the terms and conditions of this First Supplemental Indenture, the terms and conditions of this First Supplemental Indenture shall control and prevail with respect to the Preferred Securities.

Section 3.02. Governing Law. This First Supplemental Indenture and the Preferred Securities (except as set forth herein and therein) shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state, except that the authorization and execution by the Company of this First Supplemental Indenture, the authorization, issuance and execution by the Company of the Preferred Securities, the Preferred Securities to the extent set forth therein and Section 13.01(a), Section 13.02 and Article 14 of the Contingent Convertible Preferred Securities Indenture shall be governed by and construed in accordance with the common laws (derecho com ú n) of Spain.

Section 3.03. Submission to Jurisdiction. Except as provided in the immediately following two sentences, the Company hereby irrevocably submits to the non-exclusive jurisdiction of any U.S. federal or state court in the Borough of Manhattan, the City of New York, New York in any suit or proceeding arising out of or relating to the Preferred Securities or the Indenture, and irrevocably waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding. Notwithstanding anything to the contrary in the Preferred Securities or the Indenture, the Spanish courts in the city of Madrid shall have exclusive jurisdiction in respect of any suit or proceeding arising out of or relating to the Preferred Securities or the Indenture arising out of, relating to or in connection with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority (a “Bail-in Dispute”) and accordingly each of the Company, the Trustee, each Holder and beneficial owner of any Preferred Securities and each Agent submits, to the extent it may effectively do so, to the exclusive jurisdiction of such Spanish courts in relation to any Bail-in Dispute. Each of the Company, the Trustee, each Holder and beneficial owner of any Preferred Securities and each Agent further irrevocably waives, to the extent it may effectively do so, any objection to the Spanish courts in the city of Madrid on the grounds that they are an inconvenient or inappropriate forum in respect of any Bail-in Dispute.

Section 3.04. Counterparts. This First Supplemental Indenture may be executed manually, by facsimile or by electronic signature in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this First Supplemental Indenture and of signature pages by email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) transmission or other electronically-imaged signature (including, without limitation, DocuSign, Signaturit or Adobe Acrobat Sign) or transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by email or other electronic format (e.g., “pdf,” “tif”

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or “jpg”) (including, without limitation, DocuSign, Signaturit or Adobe Acrobat Sign) shall be deemed to be their original signatures for all purposes. Unless otherwise provided herein or in the Preferred Securities, the words “execute,” “execution,” “signed,” and “signature” and words of similar import used in or related to any document to be signed in connection with this First Supplemental Indenture, such Preferred Securities or any of the transactions contemplated hereby or thereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act.

Section 3.05. Not Responsible for Recitals or Issuance of Preferred Securities. The recitals contained herein and in the Preferred Securities, except the Trustee’s and any Authenticating Agent’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Preferred Securities, except that the Trustee represents and warrants that it is duly authorized to execute and deliver this First Supplemental Indenture, authenticate the Preferred Securities and perform its obligations hereunder, and that this First Supplemental Indenture is in a form satisfactory to the Trustee. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Preferred Securities or the proceeds thereof.

Section 3.06. Instructions by Electronic Means. **** All of the provisions contained in the Contingent Convertible Preferred Securities Indenture in respect of Instructions delivered pursuant to Electronic Means shall be applicable in respect of the Preferred Securities and of this First Supplemental Indenture as fully and with like effect as if set forth herein in full.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By:	/s/ Ignacio Echevarría Soriano
	Name: Ignacio Echevarría Soriano
	Title:  Authorized Representative
THE BANK OF NEW YORK MELLON, LONDON BRANCH, AS TRUSTEE, PAYING AND CONVERSION AGENT, CALCULATION AGENT AND PRINCIPAL PAYING AGENT
By:	/s/ Gregory Dale
	Name: Gregory Dale
	Title:  Authorized Signatory
THE BANK OF NEW YORK MELLON, AS CONTINGENT CONVERTIBLE PREFERRED SECURITY REGISTRAR
By:	/s/ Gregory Dale
	Name: Gregory Dale
	Title:  Authorized Signatory

[Signature Page to First Supplemental Indenture]

EXHIBIT A

FORM OF GLOBAL PREFERRED SECURITY

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE RIGHTS OF THE HOLDER OF THIS SECURITY ARE, TO THE EXTENT AND IN THE MANNER SET FORTH IN SECTION 13.01(a) OF THE INDENTURE HEREINAFTER REFERRED TO, SUBORDINATED TO THE CLAIMS OF OTHER CREDITORS OF THE COMPANY, AND THIS SECURITY IS ISSUED SUBJECT TO THE PROVISIONS OF THAT SECTION 13.01(a), AND THE HOLDER (AND BENEFICIAL OWNERS) OF THIS SECURITY, BY ACCEPTING THE SAME, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS. THE PROVISIONS OF SECTION 13.01(a) OF THE INDENTURE AND THE TERMS OF THIS PARAGRAPH ARE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE COMMON LAWS (DERECHO COMÚN) OF THE KINGDOM OF SPAIN.

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

$1,000,000,000 Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities

No. [●]		$[●]
		CUSIP NO. 05946K AW1
		ISIN NO. US05946KAW18

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain and having its registered office in the Kingdom of Spain (together with its successors and permitted assigns under the Indenture referred to on the reverse hereof, the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assignees, the Liquidation Preference of $[●], if and to the extent due, and to pay Distributions thereon, if any, in accordance with the terms hereof and the Indenture. The Preferred Securities (as defined on the reverse hereof) shall have no fixed maturity or fixed redemption date.

The Preferred Securities accrue Distributions: (a) in respect of the period from (and including) the Closing Date to (but excluding) May 8, 2033 (the “First Reset Date”) at the rate of 7.125% per annum; and (b) in respect of each Reset Period, at the rate per annum equal to the aggregate of 2.985% per annum (the “Initial Margin”) and the 5-year UST for such Reset Period, and such aggregate converted to a quarterly rate in accordance with market convention (rounded to four decimal places, with 0.00005 rounded

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down), all as determined by the Calculation Agent on the relevant Reset Determination Date, provided that any Distribution Rate shall not be less than zero. Subject as provided in the Indenture (including Sections 3.08 and 3.09 of the Contingent Convertible Preferred Securities Indenture (as defined on the reverse hereof)), such Distributions will be payable quarterly in arrears on each of February 8, May 8, August 8 and November 8 of each year (each, a “Distribution Payment Date”). The first date on which Distributions may be paid will be August 8, 2026.

Subject to the limitations specified on the reverse of this Preferred Security and in the Indenture, if a Distribution is required to be paid in respect of a Preferred Security on any date other than a Distribution Payment Date, it shall be calculated by the Calculation Agent by applying the Distribution Rate to the Liquidation Preference in respect of each Preferred Security, multiplying the product by (a) the actual number of days in the period from (and including) the date from which Distributions began to accrue (the “Accrual Date”) to (but excluding) the date on which Distributions fall due divided by (b) the actual number of days from (and including) the applicable Accrual Date to (but excluding) the next following Distribution Payment Date multiplied by four, and rounding the resulting figure to the nearest cent (half a cent being rounded upwards).

The “5-year UST” means, in relation to a Reset Date and the Reset Period commencing on that Reset Date, an interest rate expressed as a percentage determined by the Calculation Agent to be the per annum rate equal to the yield to maturity for U.S. Treasury securities with a maturity of five years as published in the most recent H.15. “H.15” means the daily statistical release designated as such and published by the Board of Governors of the United States Federal Reserve System under the caption “Treasury constant maturities”, or any successor or replacement publication as reasonably determined by the Company and notified to the Calculation Agent, that establishes yield on actively traded U.S. Treasury securities, and “most recent H.15” means the H.15 that includes a yield to maturity for U.S. Treasury securities with a maturity of five years, published closest in time (but prior to) the relevant Reset Determination Date. “Reset Determination Date” **** means, in relation to each Reset Date, the second Business Day immediately preceding such Reset Date. “Reset Date” **** means the First Reset Date and every fifth anniversary thereafter. “Reset Period” means the period from (and including) a Reset Date to (but excluding) the next succeeding Reset Date.

If any date on which any payment is due to be made on the Preferred Securities would otherwise fall on a date which is not a Payment Business Day, the payment will be postponed to the next Payment Business Day and the Holders shall not be entitled to any interest or other payment in respect of any such delay. “Payment Business Day” means any day, other than Saturday or Sunday, that is neither a Legal Holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in the City of New York or Madrid.

Distributions, if any, on any Preferred Securities which are payable, and are paid or duly provided for, on any Distribution Payment Date shall be paid to the Person in whose name such Preferred Security is registered at the close of business on the Regular Record Date for such Distributions.

In addition to any other restrictions on payments of Liquidation Preference, Distributions or Additional Amounts described in this Preferred Security and/or contained in the Indenture, by its acquisition of any Preferred Security, each Holder and beneficial owner acknowledges and agrees that no repayment or payment of Amounts Due on the Preferred Securities shall become due and payable or be paid after the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority if, and to the extent that, such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.

The Company may elect, in its sole and absolute discretion, to cancel the payment of any Distribution on the Preferred Securities in whole or in part at any time and for any or no reason. Distributions on the Preferred Securities will be non-cumulative. Accordingly, if any Distribution (or any part thereof) is not paid in respect of the Preferred Securities as a result of any election of the Company to cancel such Distribution pursuant to the Indenture or the limitations on payment set out in the immediately subsequent paragraph and in the Indenture, then the right of the Holders to receive the relevant Distribution

A-2

(or such part thereof) in respect of the relevant Distribution Period will be extinguished and the Company will have no obligation to pay such Distribution (or such part thereof) accrued for such Distribution Period or to pay any interest thereon, whether or not Distributions on the Preferred Securities are paid in respect of any future Distribution Period. No such election to cancel the payment of any Distribution (or any part thereof) pursuant to the Indenture or non-payment of any Distribution (or any part thereof) as a result of the limitations on payment set out in the immediately subsequent paragraph and in the Indenture will constitute an Enforcement Event or other default under the terms of the Preferred Securities or the Contingent Convertible Preferred Securities Indenture or the occurrence of any event related to the insolvency of the Company or entitle Holders to take any action to cause such Distribution (or part thereof) to be paid or the liquidation, dissolution or winding-up of the Company or in any way limit or restrict the Company from making any distribution or equivalent payment in connection with any instrument ranking junior to the Preferred Securities (including, without limitation, any CET1 Capital of the Company or any member of the Group) or in respect of any Parity Security or other security, except to the extent Applicable Banking Regulations otherwise provide. If the Company does not pay a Distribution or part thereof on the relevant Distribution Payment Date, such non-payment shall evidence the cancellation of such Distribution (or relevant part thereof), and accordingly, such Distribution shall not in any such case be due and payable.

Without limitation on the foregoing paragraph, payments of Distributions on the Preferred Securities shall be made only out of Distributable Items of the Company. To the extent that (i) the Company has insufficient Distributable Items to make Distributions on the Preferred Securities scheduled for payment in the then-current financial year and any interest payments or distributions that have been paid or made or are scheduled or required to be paid or made out of Distributable Items of the Company in the then-current financial year, in each case excluding any portion of such payments already accounted for in determining the Distributable Items of the Company, and/or (ii) the Regulator, in accordance with Article 68 of Law 10/2014 and/or Article 16 of the SSM Regulation and/or with Applicable Banking Regulations then in force, requires the Company to cancel the relevant Distribution in whole or in part, then the Company will, without prejudice to the right described in the paragraph immediately above to cancel at its discretion the payment of any such Distributions on the Preferred Securities at any time, make partial or, as the case may be, no payment of the relevant Distribution on the Preferred Securities. No payments will be made on the Preferred Securities (whether by way of a repayment of the Liquidation Preference, the payment of any Distribution or otherwise) if and to the extent that such payment would cause a breach of any regulatory restriction or prohibition on payments on Additional Tier 1 Instruments pursuant to Applicable Banking Regulations (including, without limitation, any such restriction or prohibition relating to any Maximum Distributable Amount or MREL-MDA applicable to the Company and/or the Group).

By acquiring Preferred Securities, Holders (which, for the purposes of this paragraph, includes holders of a beneficial interest in the Preferred Securities) acknowledge and agree that (i) Distributions are payable solely at the Company’s discretion, and no amount of Distribution shall become or remain due and payable in respect of the relevant Distribution Period to the extent that it has been cancelled or deemed cancelled by the Company as described above and/or as a result of the limitations on payment described in the paragraph immediately above; and (ii) a cancellation or deemed cancellation of any Distribution (in whole or in part) in accordance with the terms of the Indenture and the Preferred Securities shall not constitute an Enforcement Event or other default under the terms of the Preferred Securities or the Indenture or the occurrence of any event related to the insolvency of the Company or entitle Holders to take any action to cause such Distribution to be paid or the liquidation, dissolution or winding-up of the Company or in any way limit or restrict the Company from making any distribution or equivalent payment in connection with any instrument, including any instrument ranking junior to the Preferred Securities (including, without limitation, any CET1 Capital of the Company or any member of the Group), or in respect of any Parity Security or other security, except to the extent Applicable Banking Regulations otherwise provide. Distributions will only be due and payable on a Distribution Payment Date to the extent they are not cancelled or deemed cancelled previously or thereafter in accordance with Section 3.08, Section 3.09 or Article 4 of the Contingent Convertible Preferred Securities Indenture. Any Distributions cancelled or deemed cancelled (in each case, in whole or in part) in the circumstances described herein and in the Indenture shall not be due and shall not accumulate or be payable at any time thereafter, and Holders of the Preferred Securities shall have no rights thereto or to receive any additional Distributions or compensation as a result of such cancellation or deemed cancellation. For the avoidance of doubt, non-

A-3

payment of a Distribution (or any part thereof) in respect of the Preferred Securities shall evidence the Company’s exercise of its discretion, pursuant to Section 3.08 of the Contingent Convertible Preferred Securities Indenture, to cancel such Distribution (or such part thereof), and accordingly such Distribution (or such part thereof) shall also not be due and payable.

This Preferred Security and the Indenture (except as set forth herein and therein) shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state, except that the authorization and execution by the Company of the Indenture, the authorization, issuance and execution by the Company of the Preferred Securities, the Preferred Securities to the extent set forth herein and Section 13.01(a), Section 13.02 and Article 14 of the Contingent Convertible Preferred Securities Indenture shall be governed by and construed in accordance with the common laws (derecho común) of the Kingdom of Spain.

Reference is hereby made to the further provisions of this Preferred Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

THIS PREFERRED SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OR THE KINGDOM OF SPAIN.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual, facsimile or electronic signature of an authorized signatory, this Preferred Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[The rest of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Date: [●]

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By:
	Name: [●]
	Title:  Authorized Representative

A-5

Trustee’s Certificate of Authentication

This is one of the Preferred Securities of the series designated herein referred to in the Indenture.

Date: [●]

Authenticated in New York

The Bank of New York Mellon, London Branch, as Trustee
By:
	Name: [●]
	Title:  Authorized Officer

A-6

(Reverse of Preferred Security)

This Preferred Security is one of a duly authorized issue of securities of the Company (as defined below) (herein called the “Preferred Securities” and each, a “Preferred Security”) issued and to be issued in one or more series under and governed by the Contingent Convertible Preferred Securities Indenture, dated as of July 31, 2025 (the “Contingent Convertible Preferred Securities Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of May 8, 2026 (the “First Supplemental Indenture”). The Contingent Convertible Preferred Securities Indenture, as amended and supplemented by, and together with, the First Supplemental Indenture are hereinafter referred to as the “Indenture”. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the First Supplemental Indenture, and reference is hereby made to the Indenture, the terms and provisions of which are hereby incorporated herein by reference, for a complete statement of the terms and provisions of the Preferred Securities and a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of the Preferred Securities and of the terms and provisions upon which the Preferred Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture may conflict with the provisions set forth in this Preferred Security, the provisions set forth in the Indenture (as it may be amended from time to time) shall control for purposes of this Preferred Security. To the extent the Indenture is amended or supplemented from time to time in respect of the Preferred Securities, any such amendment or supplement shall be deemed to amend and supplement the corresponding provisions of the Preferred Securities to the extent set forth therein.

This Preferred Security is one of the series designated on the face hereof, limited to an aggregate Liquidation Preference of $1,000,000,000, which amount may be increased at the option of the Company if in the future it determines that it may wish to issue additional Preferred Securities of this series. References herein to “this series” mean the series designated on the face hereof.

Additional Amounts. Unless otherwise specified in the Indenture, all payments of Distributions payable in respect of Preferred Securities by the Company will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges (collectively “Taxes”) of whatever nature imposed or levied by or on behalf of Spain (or, following any of the transactions or an assumption of obligations referred to in “Company May Consolidate, Etc., Only on Certain Terms. Assumption”, the successor Person’s jurisdiction of incorporation or tax residence) or any political subdivision thereof or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, the Company shall (to the extent such payment can be made out of Distributable Items of the Company on the same basis as for payment of any Distribution in accordance with Article 3 of the Contingent Convertible Preferred Securities Indenture) pay, in respect of any withholding or deduction imposed on payments of Distributions only (and not Liquidation Preference or other amount), such additional amounts (“AdditionalAmounts”) as will result in Holders of Outstanding Preferred Securities receiving such amounts as they would have received in respect of such Distributions had no such withholding or deduction been required to the extent provided in Section 11.04 of the Contingent Convertible Preferred Securities Indenture and subject to the exceptions set forth therein. The payment of any Additional Amounts in respect of the Preferred Securities pursuant to the Indenture is also subject to the same conditions and limitations as the payment of any Distribution, including the conditions and limitations described under “Distributions Discretionary”.

Payments Subject to Fiscal Laws. All payments in respect of the Preferred Securities will be subject in all cases to any fiscal or other laws and regulations applicable thereto (including FATCA, any regulations or agreements thereunder, any official interpretation thereof, any intergovernmental agreements with respect thereto, or any law implementing an intergovernmental agreement or any regulations or official interpretations relating thereto), but without prejudice to the Company’s obligation to pay Additional Amounts to the extent required under “Additional Amounts” above.

Optional Redemption; Optional Redemption due to a Tax Event; Optional Redemption due to a Capital Event;Clean-up Call. Any redemption of the Preferred Securities shall be in compliance with Applicable Banking Regulations then in force and subject to the prior consent of the Regulator, if required

A-7

pursuant to such regulations. The “Redemption Price” is, per Preferred Security, the Liquidation Preference plus, if applicable, where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out herein, an amount equal to any accrued and unpaid Distributions for the then-current Distribution Period to (but excluding) the Redemption Date of the Preferred Securities.

(a) Optional Redemption. The Preferred Securities may be redeemed, in whole but not in part, at the option of the Company on the First Reset Date, and on any Distribution Payment Date thereafter, at the Redemption Price, subject to such redemption being in compliance with Applicable Banking Regulations then in force and subject to the prior consent of the Regulator, if required pursuant to such regulations.

(b) Optional Redemption due to a Tax Event. If, on or after the Closing Date, there is a Tax Event, the Preferred Securities may be redeemed, in whole but not in part, at the option of the Company at any time at the Redemption Price, subject to such redemption being in compliance with Applicable Banking Regulations then in force and subject to the prior consent of the Regulator, if required pursuant to such regulations. A “Tax Event” will be deemed to have occurred with respect to the Preferred Securities if, as a result of any change in, or amendment to, the laws or regulations applicable in Spain (including any treaty to which Spain is a party), or any political subdivision thereof or any authority or agency therein or thereof having power to tax (or, following any of the transactions or an assumption of obligations referred to in “Company May Consolidate, Etc., Only on Certain Terms. Assumption”, the successor Person’s jurisdiction of incorporation or tax residence), or any change in the application or binding official interpretation or administration of any such laws or regulations which change or amendment, or change in the application or binding official interpretation or administration, becomes effective on or after the Closing Date (a) the Company would not be entitled to claim a deduction in computing its taxation liabilities in Spain (or, following any of the transactions or an assumption of obligations referred to in “Company May Consolidate, Etc., Only on Certain Terms.Assumption”, the successor Person’s jurisdiction of incorporation or tax residence) in respect of any Distribution to be made on the next Distribution Payment Date or the value of such deduction to the Company would be reduced, or (b) the Company would be required to pay Additional Amounts pursuant to “Additional Amounts” above, or (c) the applicable tax treatment of the Preferred Securities would be materially affected. In such case, prior to any notice of redemption of the Preferred Securities, the Company shall provide the Trustee with (i) an Officer’s Certificate of the Company stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that a Tax Event has occurred; and (ii) an Opinion of Counsel to the effect that a Tax Event has occurred.

(c) Optional Redemption due to a Capital Event. If, on or after the Closing Date, there is a Capital Event, the Preferred Securities may be redeemed, in whole but not in part, at the option of the Company at any time at the Redemption Price, subject to such redemption being in compliance with Applicable Banking Regulations then in force and subject to the prior consent of the Regulator, if required pursuant to such regulations. A “Capital Event” will be deemed to have occurred with respect to the Preferred Securities if there is a change (or any pending change which the Regulator considers to be sufficiently certain) in Spanish law or Applicable Banking Regulations or any application or official interpretation thereof, on or after the issue date of such Contingent Convertible Preferred Securities, that results (or is likely to result) in any of the outstanding aggregate Liquidation Preference of the Preferred Securities ceasing to be included in, or count towards, the Group’s or the Company’s Tier 1 Capital. In such case, prior to any notice of redemption of the Preferred Securities, the Company shall provide the Trustee with (i) an Officer’s Certificate of the Company stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that a Capital Event has occurred; and (ii) an Opinion of Counsel to the effect that a Capital Event has occurred.

(d) Clean-up Call. If, on or after the Closing Date, Preferred Securities representing, in the aggregate, 75% or more of the aggregate Liquidation Preference of the Preferred Securities issued on the Closing Date (including, both in the numerator and the denominator, (i) any Preferred Securities issued after the Closing Date and (ii) any Preferred Securities which have been cancelled by the Trustee following their surrender for cancellation in accordance with Section 12.13 of the Contingent Convertible Preferred Securities Indenture) have been purchased by or on behalf of the Company or any member of the Group, the Preferred Securities may be redeemed, in whole but not in part, at the option of the Company at any

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time at the Redemption Price, subject to such redemption being in compliance with Applicable Banking Regulations then in force and subject to the prior consent of the Regulator, if required pursuant to such regulations.

Cancelled Distributions Not Payable Upon Redemption. Any Distributions that have been cancelled or deemed cancelled pursuant to the terms of this Preferred Security shall not be payable if the Preferred Securities are redeemed pursuant to the terms of this Preferred Security.

Redemption Procedures; Notice of Redemption. The decision to redeem the Preferred Securities must be irrevocably notified by the Company to Holders of the Preferred Securities upon not less than five nor more than 30 calendar days’ notice prior to the relevant Redemption Date (i) at the Company’s discretion, through the filing of a relevant information (información relevante) announcement with the CNMV and its publication in accordance with the rules and regulations of the stock exchange on which the Preferred Securities are listed or other relevant authority and (ii) in the manner and to the extent required by Section 1.06 of the Contingent Convertible Preferred Securities Indenture (in which case, such notice may be given at the Company’s request by the Trustee in the name and at the expense of the Company, provided the Company has requested the Trustee to so give notice in writing accompanied by a copy of the form of notice, and the Trustee shall give such notice by the fifth Business Day following its receipt of such request).

Failure to give notice in the manner herein provided to the Holder of any Preferred Securities designated for redemption, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Preferred Securities.

Any notice of redemption to be given pursuant to prong (ii) of the first paragraph under “Redemption Procedures; Notice of Redemption” will state: (i) the Redemption Date; (ii) the Redemption Price; (iii) that on the Redemption Date the Redemption Price will, subject to the satisfaction of the conditions set forth in the Indenture, become due and payable upon each Preferred Security being redeemed and that Distributions will cease to accrue on or after that date; (iv) the place or places where the Preferred Securities are to be surrendered for payment of the Redemption Price; and (v) the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the Preferred Securities being redeemed.

The Company may not give a notice of redemption with respect to the Preferred Securities if a Trigger Event has occurred with respect to the Preferred Securities. A “Trigger Event” shall occur if, at any time, as determined by us, our CET1 ratio or the CET1 ratio of the Company or the Group is less than 5.125%. If any notice of redemption of the Preferred Securities has been given and a Trigger Event with respect to the Preferred Securities occurs prior to the Redemption Date, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, there shall be no redemption of the relevant Preferred Securities on such Redemption Date and, instead, the Trigger Conversion of the Preferred Securities shall take place as provided herein.

If a Capital Reduction Notice has been given with respect to the Preferred Securities, the Company may not give a notice of redemption with respect to the Preferred Securities until the end of the Election Period. If a redemption notice is given by the Company after the end of the Election Period, the Company may redeem all (but not part) of the aggregate Liquidation Preference of the Preferred Securities which remains outstanding following the Capital Reduction Conversion. If any notice of redemption of the Preferred Securities has been given and a Capital Reduction with respect to the Preferred Securities occurs prior to the Redemption Date, such Capital Reduction shall be disregarded for all purposes and shall be of no force and effect with respect to the Preferred Securities and there shall be no conversion of such Preferred Securities pursuant to the provisions described under “Conversion Upon Capital Reduction” below and, instead, the redemption of the Preferred Securities shall take place as provided herein. Accordingly, the provisions described under “Conversion Upon CapitalReduction” shall not apply to the Preferred Securities with respect to any such Capital Reduction and Holders and beneficial owners of the Preferred Securities shall be deemed to have irrevocably waived their rights under Article 418 of the Spanish Companies Act. A “Capital Reduction” shall occur upon the adoption, in accordance with Article 418.3 of the Spanish Companies Act, by a general shareholders’ meeting of the Company of a resolution of

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capital reduction by reimbursement of cash contributions (restitución de aportaciones) to shareholders by way of a reduction in the nominal value of the shares of such shareholders in the capital of the Company. A resolution of capital reduction for the redemption of any Common Shares previously repurchased by the Company will not be considered a Capital Reduction for the purposes of the Indenture.

If the Company has elected to redeem the Preferred Securities but, prior to the payment of the Redemption Price to Holders, the Relevant Spanish Resolution Authority exercises its Spanish Bail-in Power with respect to the Preferred Securities, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, there shall be no redemption and consequently no payment of the Redemption Price (and any other amounts payable in accordance with Article 12 of the Contingent Convertible Preferred Securities Indenture) will be due and payable.

Conversion upon Trigger Event. If a Trigger Event occurs at any time on or after the Closing Date, then the Company will not pay any Distribution on the Preferred Securities, including any accrued and unpaid Distributions, which shall be deemed to be cancelled by the Company in accordance with their terms; and irrevocably and mandatorily (and without any requirement for the consent or approval of the Holders or beneficial owners of the Preferred Securities) convert all the Preferred Securities into Common Shares (the “Trigger Conversion”) to be delivered on the relevant Conversion Settlement Date. If a Trigger Event occurs, the Preferred Securities will be converted in whole and not in part. For the purposes of determining whether a Trigger Event has occurred, the Company will (i) calculate the CET1 ratio based on information (whether or not published) available to management of the Company, including information internally reported within the Company pursuant to its procedures for ensuring effective ongoing monitoring of the capital ratios of the Company and the Group and (ii) calculate and publish the CET1 ratio on at least a quarterly basis. The Company’s calculation shall be binding on the Trustee and the Holders and beneficial owners of the Preferred Securities.

A Trigger Event will not constitute an Enforcement Event or other default under the terms of the Preferred Securities or the Indenture or the occurrence of any event related to the insolvency of the Company or entitle Holders to take any action to cause the liquidation, dissolution or winding-up of the Company.

Conversion upon Capital Reduction. Except as provided above in the fourth paragraph under “Redemption Procedures; Notice ofRedemption”, if a Capital Reduction occurs at any time on or after the Closing Date, then the Company will, except as provided in the immediately subsequent paragraph, irrevocably and mandatorily (and without any requirement for the consent or approval of the Holders or beneficial owners of Preferred Securities) convert all the Preferred Securities into Common Shares (a “Capital Reduction Conversion”) to be delivered on the relevant Conversion Settlement Date and on such Conversion Settlement Date pay to the Holders, as applicable, where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out herein, an amount equal to the accrued and unpaid Distributions for the then-current Distribution Period up to (but excluding) such Conversion Settlement Date.

Notwithstanding the preceding paragraph, if a Capital Reduction occurs at any time on or after the Closing Date, each Holder of the Preferred Securities will have the right to elect that all (but not part) of its Preferred Securities shall not be converted in accordance with such paragraph, in which case all Preferred Securities of such Holder shall remain outstanding and no payment of any accrued and unpaid Distributions on such Preferred Securities shall be made in respect of such Preferred Securities to that Holder on the relevant Conversion Settlement Date pursuant to such paragraph. To exercise such right, a Holder must complete, sign and deposit at the specified office of any Paying and Conversion Agent a duly completed and signed notice of election (an “Election Notice”), in the form indicated in the Capital Reduction Notice, on or before the 10th Business Day immediately following the Capital Reduction Notice Date (the period from (and including) the Capital Reduction Notice Date to (and including) such 10th Business Day, the “Election Period”). An Election Notice shall be irrevocable. Any relevant Preferred Securities in respect of which a duly completed and signed Election Notice is not received during the Election Period shall be converted into Common Shares.

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A Capital Reduction will not constitute an Enforcement Event or other default under the terms of the Preferred Securities or the Indenture or the occurrence of any event related to the insolvency of the Company or entitle Holders to take any action to cause the liquidation, dissolution **** or winding-up of the Company.

Upon Conversion. Except as provided in this paragraph with respect to fractions, the number of Common Shares to be issued on Conversion in respect of each Preferred Security to be converted shall be determined by dividing the Liquidation Preference of such Preferred Security by the relevant Conversion Price in effect on the relevant Conversion Notice Date rounded down to the nearest whole number of Common Shares. Fractions of Common Shares will not be issued on Conversion or pursuant to Section 4.05(d) of the Contingent Convertible Preferred Securities Indenture and no cash payment or other adjustment will be made in lieu thereof. Without prejudice to the generality of the foregoing, if one or more Delivery Notices and the related Preferred Securities are received by or on behalf of a Paying and Conversion Agent such that the Common Shares to be delivered by or on behalf of the Conversion Shares Depository are to be registered in the same name or delivered to the same Clearing System participant account, the number of such Common Shares to be delivered in respect thereof shall be calculated on the basis of the aggregate Liquidation Preference of such Preferred Securities being so converted and rounded down to the nearest whole number of Common Shares.

Upon any Trigger Event, Holders (and beneficial owners) of any Preferred Securities shall have no claim against the Company in respect of (i) any Liquidation Preference of the Preferred Securities or (ii) any accrued and unpaid Distributions in respect of Preferred Securities, and the Preferred Securities shall cease to represent any right other than the right to receive Common Shares from or on behalf of the Conversion Shares Depository (except as noted in the seventh paragraph under “Settlement Procedures” with respect to certain Spanish stamp and similar taxes payable by the Company in respect of the issue and delivery of the Common Shares).

Upon any Capital Reduction, Holders (and beneficial owners) of any Preferred Securities, other than Holders of Preferred Securities in respect of which such Holders have elected not to convert such Preferred Securities as provided in the second paragraph under “Conversion Upon Capital Reduction”, shall have no claim against the Company in respect of any Liquidation Preference of such Preferred Securities, and the Preferred Securities, other than Preferred Securities in respect of which Holders have elected not to convert such Preferred Securities as provided in the second paragraph under “Conversion Upon Capital Reduction”, shall cease to represent any right other than the right to receive Common Shares from or on behalf of the Conversion Shares Depository (except as noted in the seventh paragraph under “Settlement Procedures” with respect to certain Spanish stamp and similar taxes payable by the Company in respect of the issue and delivery of the Common Shares).

On the Conversion Settlement Date, the Company shall deliver to the Conversion Shares Depository such number of Common Shares (except as provided in the first paragraph under “Upon Conversion” with respect to fractions) as is required to satisfy in full the Company’s obligation to deliver Common Shares (i) in respect of a Trigger Conversion, of the aggregate Liquidation Preference of Preferred Securities outstanding on the Trigger Event Notice Date, and (ii) in respect of a Capital Reduction Conversion, of the aggregate Liquidation Preference of Preferred Securities Outstanding on the Capital Reduction Notice Date, other than Preferred Securities in respect of which such Holders have elected not to convert such Preferred Securities as provided in the second paragraph under “Conversion Upon Capital Reduction”.

The obligation of the Company to issue and deliver Common Shares to a Holder of Preferred Securities on the relevant Conversion Settlement Date shall be satisfied by the delivery of such Common Shares to the Conversion Shares Depository. Receipt of the relevant Common Shares by the Conversion Shares Depository shall discharge the Company’s obligations in respect of the Preferred Securities converted, other than, in the case of a Capital Reduction, as provided in the first paragraph under “Conversion Upon Capital Reduction” with respect to the payment of accrued and unpaid Distributions for the then-current Distribution Period up to (but excluding) the Conversion Settlement Date (where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out

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herein) except as provided in the second paragraph under “Conversion Upon Capital Reduction”, and except as noted in the seventh paragraph under “SettlementProcedures” with respect to certain Spanish stamp and similar taxes payable by the Company in respect of the issue and delivery of the Common Shares.

Except as set forth in the immediately subsequent paragraph with respect to a Capital Reduction, if a Conversion Event occurs, Holders shall have recourse to the Company only for the issue and delivery of the relevant Common Shares to the Conversion Shares Depository (except as noted in the seventh paragraph under “Settlement Procedures” with respect to certain Spanish stamp and similar taxes payable by the Company in respect of the issue and delivery of the Common Shares). After such delivery by the Company of the relevant Common Shares to the Conversion Shares Depository, Holders of the Preferred Securities so converted shall have recourse to the Conversion Shares Depository only and exclusively for the purposes of the delivery to them of such Common Shares, in the circumstances described under “Settlement Procedures” below.

In the case of a Capital Reduction, Holders shall also have recourse to the Company as provided in the first paragraph under “Conversion Upon Capital Reduction” with respect to the payment of accrued and unpaid Distributions for the then-current Distribution Period up to (but excluding) the Conversion Settlement Date (where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out herein) except as provided in the second paragraph under “Conversion Upon Capital Reduction”.

Conversion Price. The Conversion Price will be calculated pursuant to Section 4.04 of the Contingent Convertible Preferred Securities Indenture and is subject to adjustment as provided in Section 4.05 of the Contingent Convertible Preferred Securities Indenture.

Conversion Procedures; Common Shares. If a Trigger Event occurs at any time on or after the Closing Date, then the Company will notify the Regulator and the Holders of the Preferred Securities immediately upon the Company’s determination that a Trigger Event has occurred (i) through the filing of a relevant information (información relevante) announcement with the CNMV and its publication in accordance with the rules and regulations of the stock exchange on which the Preferred Securities are listed or other relevant authority and (ii) in accordance with Section 1.06 of the Contingent Convertible Preferred Securities Indenture (together, the “Trigger Event Notice”). Any failure by the Company to give a Trigger Event Notice or otherwise notify the Holders of a Trigger Event will have no impact on the effectiveness of, or otherwise invalidate, any Trigger Conversion, will not constitute an Enforcement Event with respect to the Preferred Securities, or give the Holders or beneficial owners of the Preferred Securities any rights as a result of such failure.

If a Capital Reduction occurs at any time on or after the Closing Date of the Preferred Securities, then the Company will notify the Regulator and the Holders of the Preferred Securities immediately (i) through the filing of a relevant information (información relevante) announcement with the CNMV and its publication in accordance with the rules and regulations of the stock exchange on which the Preferred Securities are listed or other relevant authority and (ii) in accordance with Section 1.06 of the Contingent Convertible Preferred Securities Indenture (together, the “Capital Reduction Notice”). Any failure by the Company to give a Capital Reduction Notice or otherwise notify the Holders of a Capital Reduction will have no impact on the effectiveness of, or otherwise invalidate, any Capital Reduction, will not constitute an Enforcement Event with respect to the Preferred Securities, or give the Holders or beneficial owners of the Preferred Securities any rights as a result of such failure.

A Conversion Notice shall be a written notice specifying the information provided in Section 4.06(c) of the Contingent Convertible Preferred Securities Indenture.

If a Trigger Event occurs, the Preferred Securities will be converted in whole and not in part, and if a Capital Reduction occurs, the Preferred Securities will be converted in whole and not in part except for Preferred Securities in respect of which such Holders have elected not to convert such Preferred Securities as provided in the second paragraph under “Conversion Upon Capital Reduction”.

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Notwithstanding anything set forth in this Preferred Security or the Indenture to the contrary, except in the case of a Capital Reduction with respect to any Preferred Securities in respect of which the Holders have elected not to convert such Preferred Securities as provided in the second paragraph under “Conversion UponCapital Reduction” (as the case may be), upon a Conversion, (i) subject to the right of Holders of the Preferred Securities relating to a breach of the Performance Obligation in the event of a failure by the Company to issue and deliver any Common Shares to the Conversion Shares Depository on the Conversion Settlement Date and, in the case of a Capital Reduction, the right of Holders to receive payment of accrued and unpaid Distributions for the then-current Distribution Period up to (but excluding) the Conversion Settlement Date as provided in the first paragraph under “Conversion Upon Capital Reduction” (where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out herein and except as provided in the second paragraph under “Conversion Upon Capital Reduction”), the Indenture shall impose no duties upon the Trustee whatsoever with regard to a Conversion (other than as provided in Section 3.05(a) of the Contingent Convertible Preferred Securities Indenture if a Global Security is surrendered for conversion in part upon a Capital Reduction), and the Holders of the Preferred Securities converted or to be converted shall have no rights whatsoever under the Indenture or such Preferred Securities to instruct the Trustee to take any action whatsoever and (ii) as of the Conversion Notice Date, except for any indemnity and/or security provided by any Holders of such Preferred Securities in such direction or related to such direction, any direction previously given to the Trustee by any Holders of such Preferred Securities shall cease automatically and shall be null and void and of no further effect.

Settlement Procedures. Delivery of the Common Shares to the Holders of converted Preferred Securities upon a Conversion Event shall be made in accordance with the procedures set forth below. The Company may make changes to these procedures to the extent such changes are reasonably necessary, in the opinion of the Company, including to reflect changes in clearing system practices.

Holders of the Preferred Securities cleared and settled through DTC may elect to have their Common Shares delivered in the form of Common Shares or ADSs in accordance with the procedures set forth herein. The obligation to deliver ADSs if a Holder elects to have its Common Shares delivered in such form will apply only if on the relevant Conversion Settlement Date the Company continues to maintain an ADS depositary facility.

In order to obtain delivery of the relevant Common Shares, or, if indicated in the relevant Delivery Notice, ADSs, upon any Conversion from the Conversion Shares Depository, the relevant Holder must deliver its Preferred Securities (other than, in the case of a Capital Reduction, Preferred Securities which Holders elect not to convert as provided in the second paragraph under “Conversion Upon Capital Reduction”) and a duly completed Delivery Notice to the specified office of the Paying and Conversion Agent, with a copy of such Delivery Notice to the Trustee, on or before the Notice Cut-off Date. Except as otherwise indicated in the Conversion Notice, the Delivery Notice shall contain: (i) the name of the Holder (and, where applicable, beneficial owner (or the custodian, broker, nominee or other representative thereof)) of the Preferred Securities to be converted; (ii) the aggregate Liquidation Preference held by such Holder or beneficial owner (or the custodian, broker, nominee or other representative thereof) of such converted Preferred Securities on the date of such notice; (iii) the name in which the Common Shares or ADSs, as applicable, are to be registered, if applicable; (iv) whether Common Shares or ADSs are to be delivered to the Holder (and, where applicable, beneficial owner (or the custodian, broker, nominee or other representative thereof)) of such Preferred Securities; (v) the details of the DTC, Iberclear or other clearing system account (subject to the limitations set out below) to which the Common Shares or ADSs are to be credited (or, if the Common Shares are not a participating security in Iberclear or another clearing system, the address to which the Common Shares should be delivered; and, as the case may be, details of the registered account in the Company’s ADS facility if direct registration ADSs are to be issued); (vi) any relevant certifications and/or representations as may be required by applicable law and regulations; and (vii) such other details as may be required by the Paying and Conversion Agent or any relevant Clearing System.

If the Preferred Securities are held through DTC, the Delivery Notice must be given and the Preferred Securities delivered in accordance with the applicable procedures of DTC (which may include the notice being given to the Paying and Conversion Agent by electronic means) and in a form acceptable to

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DTC and the Paying and Conversion Agent. With respect to any Preferred Securities held in definitive form, the Delivery Notice must be delivered to the specified office of the Paying and Conversion Agent together with the relevant Preferred Securities, except as otherwise indicated in the relevant Conversion Notice.

Subject to satisfaction of the requirements and limitations set forth herein and provided that the relevant Preferred Securities and a duly completed Delivery Notice have been delivered not later than the Notice Cut-off Date, the Paying and Conversion Agent shall give instructions to the Conversion Shares Depository that the Conversion Shares Depository shall deliver the relevant Common Shares (rounded down to the nearest whole number of Common Shares in accordance with the first paragraph under “Upon Conversion” and, where applicable, Section 4.05(d) of the Contingent Convertible Preferred Securities Indenture) to, or shall deposit part or all of such Common Shares with the ADS Depositary on behalf of, the Holder (or, where applicable, beneficial owner (or the custodian, broker, nominee or other representative thereof)) of the relevant Preferred Securities completing such Delivery Notice or its nominee in accordance with the instructions given in such Delivery Notice on the applicable Conversion Settlement Date.

Any Delivery Notice shall be irrevocable. Failure properly to complete and deliver a Delivery Notice and deliver the relevant Preferred Securities may result in such Delivery Notice being treated as null and void and the Company shall be entitled to procure the sale of any applicable Common Shares to which the relevant Holder may be entitled in accordance with Section 4.09 of the Contingent Convertible Preferred Securities Indenture. Any determination as to whether any Delivery Notice has been properly completed and delivered as provided herein shall be made by the Company in its sole discretion, acting in good faith, and shall, in the absence of manifest error, be conclusive and binding on the relevant Holders and beneficial owners (and any custodian, broker, nominee or other representative thereof).

A Holder of the Preferred Securities or Selling Agent (as defined in Section 4.09 of the Contingent Convertible Preferred Securities Indenture) must pay (in the case of the Selling Agent, by means of deduction from the net proceeds of sale set forth in such Section 4.09) any taxes and capital, stamp, issue, registration and transfer taxes or duties arising on Conversion (other than any capital, stamp, issue, registration and transfer taxes or duties payable in Spain by the Company in respect of the issue and delivery of the Common Shares in accordance with a Delivery Notice delivered pursuant to the Indenture which shall be paid by the Company) and such Holder or the Selling Agent (as the case may be) must pay (in the case of the Selling Agent, by way of deduction from the net proceeds of sale as aforesaid) all, if any, taxes or duties arising by reference to any disposal or deemed disposal of a Preferred Security or interest therein.

Any costs incurred by the Conversion Shares Depository or any parent, subsidiary or affiliate of the Conversion Shares Depository in connection with the holding by the Conversion Shares Depository of any Common Shares and any amount received in respect thereof shall be deducted by the Conversion Shares Depository from such amount (or, if such deduction is not possible, paid to the Conversion Shares Depository, by the relevant Holder) prior to the delivery of such Common Shares and/or payment of such amount to the relevant Holder.

If the Company shall fail to pay any capital, stamp, issue, registration and transfer taxes or duties for which it is responsible as provided above, the Holder or Selling Agent, as the case may be, shall be entitled (but shall not be obliged) to tender and pay the same and the Company as a separate and independent obligation, undertakes to reimburse and indemnify each Holder or Selling Agent, as the case may be, in respect of any payment thereof and any penalties payable in respect thereof.

The Common Shares issued on Conversion will be fully paid and will in all respects rank pari passu with the fully paid Common Shares in issue on the relevant Conversion Notice Date, except in any such case for any right excluded by mandatory provisions of applicable law and except that such Common Shares will not rank for (or, as the case may be, the relevant Holder shall not be entitled to receive) any rights, distributions or payments the record date or other due date for the establishment of entitlement for which falls prior to the Conversion Settlement Date.

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In respect of any Common Shares that Holders elect to receive in the form of ADSs as specified in the Delivery Notice, the Conversion Shares Depository shall deposit with the custodian for the ADS Depositary the relevant number of Common Shares to be issued upon Conversion of the relevant Preferred Securities, and the ADS Depositary shall issue the corresponding number of ADSs to the DTC Participant account or registered ADS facility account specified by such Holders (per the ADS-to-Common Share ratio in effect on the Conversion Settlement Date). However, the issuance of the ADSs by the ADS Depositary may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and that the Common Shares have been duly transferred to the custodian and that all applicable depositary fees and payments have been paid to the ADS Depositary. Holders that elect to receive Common Shares in the form of ADSs must pay any fees that may be payable to the ADS Depositary as a result of the issue and delivery of such ADSs in accordance with the Delivery Notice.

Failure toDeliver a Delivery Notice. If a duly completed Delivery Notice and the relevant Preferred Securities are not received by the Paying and Conversion Agent as provided in the Indenture on or before the Notice Cut-off Date, then within 10 Business Days following the Conversion Settlement Date, all Common Shares held by the Conversion Shares Depository in respect of which the applicable Preferred Securities and a duly completed Delivery Notice have not been received on or before the Notice Cut-off Date as aforesaid will be sold by or on behalf of a person (which may be the Company or another member of the Group or a third party) appointed by the Company in its sole and absolute discretion (the “Selling Agent”) as soon as reasonably practicable.

Subject to the deduction by or on behalf of the Selling Agent of any amount payable in respect of its liability to taxation and the payment of any capital, stamp, issue, registration and/or transfer taxes and duties (if any) and any fees or costs incurred by or on behalf of the Selling Agent in connection with the issue, allotment and sale of any Common Shares pursuant to the immediately preceding paragraph, and the conversion of any proceeds of such sale into Dollars, the net proceeds of such sale, converted into Dollars at the Prevailing Rate on the Notice Cut-off Date, if necessary, shall as soon as reasonably practicable be distributed pro rata to the relevant Holders in such manner and at such time as the Company shall determine and notify to the relevant Holders. Such payment shall for all purposes discharge the obligations of the Company, the Conversion Shares Depository, the Paying and Conversion Agent and the Selling Agent to such Holders in respect of the relevant Conversion.

The Selling Agent will be deemed to be acting on behalf of Holders whose Preferred Securities and a duly completed Delivery Notice were not received on or before the Notice Cut-off Date for the purposes set out above and to that effect Holders and beneficial owners of the Preferred Securities by virtue of their acquisition of the Preferred Securities will be deemed to be accepting and giving express instructions to the Selling Agent to do so in accordance with these conditions.

The Company, the Conversion Shares Depository, the Paying and Conversion Agent and the Selling Agent shall have no liability in respect of the exercise or non-exercise of any discretion or power pursuant to this provision or in respect of any sale of any Common Shares, whether for the timing of any such sale or the price at or manner in which any such Common Shares are sold or the inability to sell any such Common Shares. Furthermore, the Company, the Conversion Shares Depository, the Paying and Conversion Agent and the Selling Agent shall have no liability to any Holder or beneficial owner of the Preferred Securities for any loss resulting from such Holder’s or beneficial owner’s failure to receive any Common Shares or ADSs, or from any delay in the receipt thereof, in each case as a result of such Holder or beneficial owner (or custodian, nominee, broker or other representative thereof) failing to duly submit a Delivery Notice and the relevant Preferred Securities on a timely basis or at all.

If the applicable Preferred Securities and Delivery Notice are not received by the Paying and Conversion Agent on or before the Notice Cut-off Date and the Company does not appoint the Selling Agent by the 10th Business Day after the Conversion Settlement Date, or if any Common Shares are not sold by the Selling Agent in accordance with this section “Failure to Deliver a Delivery Notice”, the Conversion Shares Depository shall continue to hold any Common Shares not sold by the Selling Agent until a duly completed Delivery Notice and the relevant Preferred Securities are so delivered. However, any Holder of such Preferred Securities delivering a Delivery Notice after the Notice Cut-off Date will have to

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provide evidence of its entitlement to the relevant Common Shares, or if the Holder so elects, ADSs, satisfactory to the Conversion Shares Depository in its sole and absolute discretion in order to receive delivery of such Common Shares or ADSs (if so elected to be deposited with the ADS Depositary on its behalf).

Agreement andWaiver with Respect to Conversion. The Preferred Securities are not convertible into Common Shares at the option of Holders of Preferred Securities at any time and are not redeemable in cash as a result of a Conversion Event. Notwithstanding anything to the contrary in this Preferred Security, the Indenture or any other agreements, arrangements or understandings between the Company and any Holder, by its acquisition of any Preferred Security, each Holder and beneficial owner shall be deemed to have (i) agreed to all the terms and conditions of the Preferred Securities, including, without limitation, those related to (y) Conversion following a Trigger Event or Capital Reduction, as the case may be, and (z) the appointment of the Conversion Shares Depository, the issuance of the Common Shares to the Conversion Shares Depository, and acknowledged that such events in (y) and (z) may occur without any further action on the part of the Holders or beneficial owners of the Preferred Securities or the Trustee; (ii) agreed that effective upon, and following, a Conversion Event, no amount shall be due and payable to the Holders of the Preferred Securities (other than any accrued and unpaid Distributions to be paid upon a Capital Reduction Conversion in accordance with the provision described in the first paragraph under “Conversion Upon Capital Reduction” (where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out herein and except as provided in the second paragraph under “Conversion Upon Capital Reduction”) and except as noted in the seventh paragraph under “SettlementProcedures” with respect to certain Spanish stamp and similar taxes payable by the Company in respect of the issue and delivery of the Common Shares), and the Company’s liability to pay any amounts (including the Liquidation Preference of, or any Distribution in respect of the Preferred Securities (other than any accrued and unpaid Distributions to be paid upon a Capital Reduction Conversion in accordance with the provision described in the first paragraph under “Conversion Upon Capital Reduction” (where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out herein and except as provided in the second paragraph under “ConversionUpon Capital Reduction”) and except as noted in the seventh paragraph under “Settlement Procedures” with respect to certain Spanish stamp and similar taxes payable by the Company in respect of the issue and delivery of the Common Shares)), shall be automatically released, and the Holders of the Preferred Securities so converted shall not have the right to give a direction to the Trustee with respect to the Conversion Event and any related Conversion; (iii) agreed that following a Conversion Event, the Relevant Spanish Resolution Authority may exercise its Spanish Bail-in Power with respect to the Preferred Securities and/or any Common Shares that such Holder or beneficial owner may have received following a Conversion, which exercise may result in any of the consequences described in the first paragraph under “Agreement and Acknowledgment with Respect to the Exercise of the Spanish Bail-in Power”, the cancellation of the Conversion and/or the implementation of material changes to the Conversion terms; (iv) waived, to the extent permitted by the Trust Indenture Act, any claim against the Trustee arising out of its acceptance of its trusteeship under, and the performance of its duties, powers and rights in respect of, the Indenture and in connection with the Preferred Securities so converted or to be converted, including, without limitation, claims related to or arising out of or in connection with a Conversion Event and/or any Conversion; and (v) authorized, directed and requested DTC, the European Clearing Systems and any direct participant in DTC, the European Clearing Systems or other intermediary or depositary through which it holds such Preferred Securities to be converted to take any and all necessary actions, if required, to implement the Conversion without any further action or direction on the part of such Holder or beneficial owner of such Preferred Securities or the Trustee.

Substitution and Modification. Notwithstanding anything to the contrary in this Preferred Security, the Indenture (including Article 10 of the Contingent Convertible Preferred Securities Indenture) or any other agreements, arrangements or understandings between the Company and any Holder, by its acquisition of the Preferred Securities, each Holder and beneficial owner acknowledges, accepts, consents to and agrees that if a Capital Event or a Tax Event, as applicable, occurs and is continuing, the Company may, except if a Trigger Event occurs or shall have occurred, and except if a Capital Reduction occurs or shall have occurred (other than in respect of Preferred Securities with respect to which a duly completed Election Notice has been received during the Election Period), substitute all (but not less than all) of the Preferred Securities or modify the terms of all (but not less than all) of the Preferred Securities, without any

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requirement for the consent or approval of the Trustee or the Holders or beneficial owners of the Preferred Securities, so that such Preferred Securities are substituted for, or their terms are modified to, become again, or remain Qualifying Preferred Securities, subject to: (i) having given not less than five nor more than 30 **** days’ notice to the Holders in accordance with Section 1.06 of the Contingent Convertible Preferred Securities Indenture and to the Trustee (which notice shall be irrevocable and shall specify the date for substitution or, as applicable, modification), (ii) the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and (iii) any variation in the terms of the Preferred Securities resulting from such modification or, if the Preferred Securities are substituted, any difference between the terms of the Preferred Securities and those of the Qualifying Preferred Securities for which the Preferred Securities are substituted, not being materially prejudicial to the interests of the Holders of the Preferred Securities.

For the purposes of this section “Substitution and Modification”, the notice to be delivered by the Company shall specify the relevant details of the manner in which the relevant substitution or modification shall take effect and where the Holders of Preferred Securities can inspect or obtain copies of the new terms and conditions of the Preferred Securities or, if the Preferred Securities are substituted, of the Qualifying Preferred Securities for which the Preferred Securities are substituted. Such substitution or modification will be effected without any cost or charge to such Holders.

By its acquisition of any Preferred Security, each Holder and beneficial owner acknowledges, accepts, consents to and agrees to be bound by any substitution of or modification to the Preferred Securities and to grant to the Company and the Trustee 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 or modification of the terms of the Preferred Securities, as applicable, pursuant to this section “Substitution and Modification”.

“Qualifying Preferred Securities” are, with respect to Preferred Securities subject to any substitution and modification pursuant to this section “Substitution and Modification”, at any time, any securities issued by the Company (including any Preferred Securities so modified as to remain Qualifying Preferred Securities) that: (a) contain terms which comply with the then-current requirements to be included in, or count towards, the Group’s and the Company’s Tier 1 Capital; (b) have the same or higher ranking as is applicable to the Preferred Securities on the Closing Date; (c) have the same denomination and aggregate outstanding Liquidation Preference, the same terms for the determination of any applicable Distributions, the same redemption rights and the same dates for payment of Distributions as the Preferred Securities immediately prior to any substitution or modification pursuant to this provision; (d) preserve any existing rights under the Preferred Securities to any accrued Distribution which has not been paid in respect of the period from and including the Distribution Payment Date last preceding the date of any substitution or modification (where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out herein); (e) are listed or admitted to trading on any stock exchange as selected by the Company, provided that the Preferred Securities were listed or admitted to trading on a stock exchange immediately prior to the relevant substitution or modification; and (f) are not, immediately following the relevant substitution or modification, subject to a Capital Event or a Tax Event.

Enforcement Events. Each of the following events is an “Enforcement Event” with respect to the Preferred Securities: (i) the breach of any term, obligation or condition binding on the Company under the Preferred Securities (other than any of the Company’s payment obligations under or arising from the Preferred Securities, including payment of any Liquidation Preference, Distributions or Additional Amounts (including upon a Capital Reduction), payment of the Redemption Price or payment of any damages awarded for breach of any obligations) (a “Performance Obligation”); or (ii) the occurrence of any voluntary or involuntary liquidation or winding-up of the Company (a “Liquidation Event”).

Neither the exercise of the Spanish Bail-in Power nor the exercise of any other resolution tool by the Relevant Spanish Resolution Authority or any action in compliance therewith shall constitute an Enforcement Event or other default under the terms of the Preferred Securities or the Indenture.

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Liquidation Distribution. Except as provided in the immediately subsequent paragraph, in the event of any Liquidation Event, Holders of the Preferred Securities (unless previously converted into Common Shares) shall be entitled to receive out of the assets of the Company available for distribution to Holders of the Preferred Securities, the Liquidation Distribution. Such entitlement will arise before any distribution of assets is made to holders of Common Shares or any other instrument of the Company ranking junior to the Preferred Securities.

If, upon the occurrence of a Liquidation Event, a Conversion Event has occurred or occurs but the relevant conversion of the Preferred Securities into Common Shares is still to take place at such time, Holders of the Preferred Securities will be entitled to receive (i) out of the relevant assets of the Company a monetary amount equal to that which Holders of such Preferred Securities would have received on any distribution of the assets of the Company if such conversion had taken place immediately prior to such Liquidation Event or (ii) such amounts as may be otherwise provided in accordance with applicable law at such time.

After payment of the relevant entitlement in respect of a Preferred Security as described in this provision, such Preferred Security will confer no further right or claim to any of the remaining assets of the Company.

Limitation of Remedies Upon anEnforcement Event. The sole remedies of the Holders of the Preferred Securities and the Trustee under the Preferred Securities or the Indenture upon the occurrence of an Enforcement Event shall be: (a) with respect to a breach of a Performance Obligation, to seek enforcement of the relevant Performance Obligation; and (b) with respect to a Liquidation Event, to enforce the entitlement set forth in Section 6.02 of the Contingent Convertible Preferred Securities Indenture.

No Other Remedies and Other Terms. Other than the limited remedies specified in Article 6 of the Contingent Convertible Preferred Securities Indenture, and subject to the provisions below, no remedy against the Company shall be available to the Trustee (acting on behalf of the Holders) or to the Holders of the Preferred Securities, whether for the recovery of amounts owing in respect of such Preferred Securities or under the Indenture, or in respect of any breach by the Company of any of the Company’s obligations under or in respect of the terms of such Preferred Securities or under the Indenture in relation thereto; provided, however, that the Company’s obligations to the Trustee under, and the Trustee’s lien provided for in Section 7.08 of the Contingent Convertible Preferred Securities Indenture and the Trustee’s rights to have money collected applied first to pay amounts due to it under such Section pursuant to Section 6.08 of the Contingent Convertible Preferred Securities Indenture shall not be limited or impaired by Article 6 of the Contingent Convertible Preferred Securities Indenture and expressly survive any Enforcement Event and are not subject to the subordination provisions of Section 13.01 of the Contingent Convertible Preferred Securities Indenture.

Notwithstanding the limitations on remedies specified in this Preferred Security and in Article 6 of the Contingent Convertible Preferred Securities Indenture, (i) the Trustee shall have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights of the Holders under the provisions of the Indenture, and (ii) nothing shall impair the rights of a Holder of the Preferred Securities under the Trust Indenture Act, absent such Holder’s consent, to sue for any payment due but unpaid with respect to the Preferred Securities as provided for in Section 6.10 of the Contingent Convertible Preferred Securities Indenture; provided that, in the case of (i) and (ii) above, any payments in respect of, or arising from, the Preferred Securities, including any payments or amounts resulting or arising from the enforcement of any rights under the Trust Indenture Act in respect of the Preferred Securities, shall be subject to the subordination provisions set forth in Section 13.01 of the Contingent Convertible Preferred Securities Indenture.

In furtherance of Section 7.01 of the Contingent Convertible Preferred Securities Indenture:

(i) For purposes of Sections 315(a) and 315(c) of the Trust Indenture Act, the term “default” is hereby defined to mean an Enforcement Event which has occurred and is continuing.

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(ii) Notwithstanding anything contained in the Indenture to the contrary, the duties and responsibilities of the Trustee under the Indenture shall be subject to the protections, exculpations and limitations on liability afforded to an indenture trustee under the provisions of the Trust Indenture Act.

Agreement with Respect to Limitation of Remedies for Breach of a Performance Obligation. By its acquisition of any Preferred Security, each Holder and beneficial owner of any such Preferred Security acknowledges and agrees that such Holder and beneficial owner will not seek, and will not direct the Trustee to seek, a claim for damages against the Company in respect of a breach by the Company of a Performance Obligation and that the sole and exclusive remedy that such Holder, beneficial owner and the Trustee may seek under the Preferred Securities and the Indenture for a breach by the Company of a Performance Obligation is specific performance.

Waiver of Past Enforcement Events. Holders of not less than a majority in aggregate Liquidation Preference of the Outstanding Preferred Securities may on behalf of the Holders of all of the Preferred Securities, by Act, waive any past Enforcement Event that results from a breach by the Company of a Performance Obligation. Holders of a majority of the aggregate Liquidation Preference of the Outstanding Preferred Securities shall not be entitled to waive (i) any past Enforcement Event that results from a Liquidation Event and (ii) any Enforcement Event in respect of a covenant or provision of the Indenture which under Article 10 of the Contingent Convertible Preferred Securities Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Preferred Security affected.

Upon the occurrence of any waiver permitted by the paragraph immediately above, such Enforcement Event shall cease to exist, and any Enforcement Event with respect to the Preferred Securities arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Enforcement Event or impair any right consequent thereon.

Subordination. Unless previously converted into Common Shares and except as provided in the second paragraph under “Liquidation Distribution” above, the payment obligations of the Company under the Preferred Securities shall be direct, unconditional, unsecured and subordinated obligations of the Company and, upon the insolvency (concurso de acreedores) of the Company, in accordance with and only to the extent permitted by the Insolvency Law and any other applicable laws relating to or affecting the enforcement of creditors’ rights in Spain (including, without limitation, Additional Provision 14.3 of Law 11/2015), but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), for so long as the Preferred Securities constitute an Additional Tier 1 Instrument of the Company, the payment obligations of the Company under the Preferred Securities will rank:

(i) junior to:

(A) any claim in respect of any unsubordinated obligations of the Company (including where the relevant claim subsequently becomes subordinated pursuant to Article 281.1.1º of the Insolvency Law); and

(B) any claim in respect of any other subordinated obligations of the Company, present and future, other than under any outstanding Additional Tier 1 Instrument of the Company (other than, to the extent permitted by law, any Parity Securities, whether so ranking by law or their terms);

(ii) pari passu with each other and with all other claims in respect of contractually subordinated obligations of the Company under any outstanding Additional Tier 1 Instruments, present and future (and, to the extent permitted by law, pari passu with any other Parity Securities, whether so ranking by law or their terms); and

(iii) senior to the Common Shares and any other subordinated obligations of the Company which by law rank junior to the Preferred Securities (including, to the extent permitted by law, any contractually subordinated obligations of the Company expressed by their terms to rank junior to the Preferred Securities),

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such that any relevant claim in respect of the Preferred Securities 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 above.

The obligations of the Company under the Preferred Securities are subject to, and may be limited by, the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.

The Company agrees with respect to the Preferred Securities and each Holder and beneficial owner of a Preferred Security, by his or her acquisition of a Preferred Security, will be deemed to have agreed to the subordination as described herein. To the extent permitted by Spanish law, each such Holder and beneficial owner will be deemed to have irrevocably waived his or her rights of priority which would otherwise be accorded to him or her under the laws of Spain, to the extent necessary to effectuate the subordination provisions of the Preferred Security. In addition, each Holder and beneficial owner of Preferred Securities by his or her acquisition of the securities, to the extent permitted by Spanish law, authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate the subordination of the relevant Preferred Securities as provided in the Indenture and as summarized herein and appoints the Trustee his or her attorney-in-fact for any and all such purposes.

Waiver of Right of Set-Off. Subject to applicable law, neither any Holder or beneficial owner of Preferred Securities nor the Trustee acting on behalf of the Holders of the Preferred Securities may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Company in respect of, or arising under, or in connection with, the Preferred Securities or the Indenture and each Holder and beneficial owner of Preferred Securities, by virtue of its holding of any Preferred Securities or any interest therein, and the Trustee acting on behalf of the Holders of the Preferred Securities, shall be deemed to have waived all such rights of set-off, compensation or retention. If, notwithstanding the above, any amounts due and payable to any Holder or beneficial owner of a Preferred Security or any interest therein by the Company in respect of, or arising under, the Preferred Securities are discharged by set-off, such Holder or beneficial owner shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, if a Liquidation Event shall have occurred, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust (where possible) or otherwise for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place.

Limitation on Suits. No Holder (which, for the purposes of this paragraph, includes each holder of a beneficial interest in any Preferred Security) of any Preferred Security shall have any right to institute any proceeding, judicial or otherwise, with respect to such Preferred Security, the Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder fulfils the requirements of Section 6.09 of the Contingent Convertible Preferred Securities Indenture.

Company May Consolidate, Etc., Only on Certain Terms. Assumption. The Company may, without the consent of Holders of the Preferred Securities, consolidate or amalgamate with or merge into any other Person or Persons (whether or not affiliated with the Company) or sell, convey or transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person (whether or not affiliated with the Company), subject to the conditions set forth in Section 9.01 of the Contingent Convertible Preferred Securities Indenture. As indicated therein, the condition set forth in Section 9.01(d) shall not be applicable if the acquiring or resulting successor corporation (the “successor corporation”) is a holding company of the Company or a wholly-owned subsidiary of the Company.

In the event of assumption of the Company’s obligations in connection with a merger, consolidation, amalgamation, conveyance, transfer or lease of substantially all of its assets, the Company shall be released from all obligations and covenants under the Indenture or this Preferred Security, as the case may be, and the successor corporation formed by such consolidation or amalgamation or into which

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the Company is merged or to which such conveyance, transfer or lease is made shall succeed to and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor corporation had been named as the Company.

Any holding company of the Company or any wholly-owned subsidiary of the Company (the “successor entity”) may, without the consent of the Holders of the Preferred Securities, assume the obligations of the Company (or of any Person which shall have previously assumed the obligations of the Company) under the Preferred Securities, subject to the conditions set forth in Section 9.03 of the Contingent Convertible Preferred Securities Indenture.

Upon any such assumption, the successor entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with respect to the Preferred Securities with the same effect as if such successor entity had been named as the Company in the Indenture, and the Company or any legal and valid successor entity which shall theretofore have become such in the manner prescribed herein, shall be released from all liability as obligor upon the Preferred Securities.

In the event of any merger, consolidation, amalgamation, conveyance, transfer, lease or assumption permitted as provided above under this section “Company May Consolidate, Etc., Only on Certain Terms. Assumption”, Additional Amounts under the Preferred Securities will thereafter be payable in respect of taxes imposed by the successor corporation’s or successor entity’s, as the case may be, jurisdiction of incorporation or tax residence (subject to exceptions equivalent to those that apply to the obligation to pay Additional Amounts pursuant to Section 11.04 of the Contingent Convertible Preferred Securities Indenture in respect of taxes imposed in Spain) rather than taxes imposed by Spain. Additional Amounts with respect to payments of Distributions due prior to the date of such merger, consolidation, amalgamation, conveyance, transfer, lease or assumption will be payable only in respect of taxes imposed by Spain.

The successor corporation or successor entity, as the case may be, will also be entitled to redeem the Preferred Securities in the circumstances described in, and in accordance with, the section “Optional Redemption due to a Tax Event” and to substitute or modify the terms of the Preferred Securities in the circumstances described in, and in accordance with, the section “—Substitution and Modification of the Preferred Securities”, except that if such successor corporation or successor entity, as the case may be, is not incorporated or tax resident in Spain (i) references to Spain in the definition of “Tax Event” shall be deemed to refer to the successor corporation’s or successor entity’s, as the case may be, jurisdiction of incorporation or tax residence, and (ii) the change in, or amendment to, the laws or regulations of such jurisdiction of incorporation or tax residence or of any political subdivision thereof or any authority or agency therein or thereof having power to tax, or the change in the application or binding official interpretation or administration of any such laws or regulations giving rise to a Tax Event shall become effective subsequent to the date of any such merger, consolidation, amalgamation, conveyance, transfer, lease or assumption permitted under this section “Company May Consolidate, Etc., Only on Certain Terms. Assumption”.

Agreement andAcknowledgment with Respect to the Exercise of the Spanish Bail-in Power. Notwithstanding anything to the contrary in this Preferred Security, the Indenture or any other agreements, arrangements or understandings between the Company and any Holder, by its acquisition of any Preferred Security, each Holder (which, for the purposes of the below, includes each holder of a beneficial interest in any Preferred Security) 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 Preferred Securities, 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 on the Preferred Securities; (B) the conversion of all, or a portion, of the Amounts Due on the Preferred Securities into shares, other securities or other obligations of the Company 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 the Preferred Securities; (C) the cancellation of the Preferred Securities; (D) the inclusion of a maturity date for the Preferred Securities or the amendment or alteration thereof, or the amendment of the Liquidation Preference or Distributions

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payable on the Preferred Securities, or the date on which Distributions become payable, including by suspending payment for a temporary period; and (ii) the variation of the terms of the Preferred Securities 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.

By its acquisition of any Preferred Security, each Holder acknowledges and agrees that neither a reduction or cancellation, in part or in full, of the Amounts Due on the Preferred Securities or the conversion thereof into another security or obligation of the Company or another Person, in each case as a result of the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Company, nor the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities, shall: (i) give rise to a default or event of default for purposes of Section 315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act or (ii) be a default or an Enforcement Event with respect to the Preferred Securities or under the Indenture. By its acquisition of any Preferred Security, each Holder further acknowledges and agrees that no repayment or payment of Amounts Due on the Preferred Securities shall become due and payable or be paid after the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority if, and to the extent that, such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.

By its acquisition of any Preferred Security, each Holder, to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities. Additionally, by its acquisition of any Preferred Security, each Holder acknowledges and agrees that, upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities: (i) the Trustee shall not be required to take any further directions from the Holders with respect to any portion of the Preferred Securities that is written down, converted to equity and/or cancelled under Section 6.14 of the Contingent Convertible Preferred Securities Indenture; and (ii) the Indenture shall not impose any duties upon the Trustee whatsoever with respect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority; provided, however, that notwithstanding the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities, so long as any Preferred Securities remain Outstanding, there shall at all times be a trustee for the Preferred Securities in accordance with the Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee shall continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the Preferred Securities remain Outstanding following the completion of the exercise of the Spanish Bail-in Power.

By its acquisition of any Preferred Security, each Holder shall be deemed to have authorized, directed and requested the relevant Depositary, Clearing Systems and any direct participant in any relevant Clearing System or other intermediary or depositary through which it holds such Preferred Securities to take any and all necessary actions, if required, to implement the exercise of the Spanish Bail-in Power with respect to the Preferred Securities as it may be imposed, without any further action or direction on the part of such Holder.

Upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities, the Company or the Relevant Spanish Resolution Authority (as the case may be) shall provide a written notice to the relevant Depositary as soon as practicable regarding such exercise of the Spanish Bail-in Power for purposes of notifying the Holders of such Preferred Securities. The Company shall also deliver a copy of such notice to the Trustee for information purposes. No failure or delay by the Company to deliver a notice shall affect the validity or enforceability of the exercise of the Spanish Bail-in Power.

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If the Company has elected to redeem the Preferred Securities but, prior to the payment of the Redemption Price to Holders, the Relevant Spanish Resolution Authority exercises its Spanish Bail-in Power with respect to such Preferred Securities, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, there shall be no redemption and consequently no payment of the Redemption Price (and any other amounts payable in accordance with Article 12 of the Contingent Convertible Preferred Securities Indenture) will be due and payable.

By its acquisition of any Preferred Security, each Holder acknowledges, accepts, consents to and agrees to be bound by (i) the exercise and effect 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 any Common Shares that may be delivered to it upon the Conversion (if any) of the Preferred Securities, and (ii) the variation of the terms of such Common Shares to give effect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.

Each Holder that acquires Preferred Securities in the secondary market or otherwise shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified herein and in the Indenture to the same extent as the Holders that acquire the Preferred Securities upon their initial issuance, including, without limitation, with respect to Conversion and the above acknowledgment and agreement to be bound by and consent to the terms of the Preferred Securities related to the exercise and effects of the Spanish Bail-in Power.

* * *

This Preferred Security, and any other Preferred Securities of this series and of like tenor, are issuable only in registered form without coupon. The Preferred Securities shall carry a Liquidation Preference of $200,000 per Preferred Security.

This Preferred Security andthe Indenture (except as set forth herein and therein) shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state,except that the authorization and execution by the Company of the Indenture, the authorization, issuance and execution by the Company of the Preferred Securities, Section 13.01(a), Section 13.02 and Article 14 of the Contingent ConvertiblePreferred Securities Indenture and the first two paragraphs under “ Subordination” , the provisions under “ Waiver of Right of Set-Off ” and theprovisions under “ Agreement and Acknowledgment with Respect to the Exercise of the Spanish Bail-in Power ” of this Preferred Security shall be governed by and construed inaccordance with the common laws ( derecho común ) of Spain.

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EX-5.1

Exhibit 5.1

	Davis Polk & Wardwell LLP<br><br><br>Paseo de la Castellana, 41<br> <br>28046<br>Madrid<br> <br>davispolk.com

May 8, 2026

Banco Bilbao Vizcaya Argentaria, S.A.

Calle Azul, 4

28050 Madrid

Spain

Ladies and Gentlemen:

Banco Bilbao Vizcaya Argentaria, S.A., a sociedadanónima organized under the laws of the Kingdom of Spain (the “Company”), filed with the Securities and Exchange Commission a Registration Statement on Form F-3 (File No. 333-289121) (the “Registration Statement”), and the related Prospectus (the “Prospectus”) for the purpose of registering under the Securities Act of 1933, as amended (the “SecuritiesAct”), certain securities, including $1,000,000,000 aggregate liquidation preference of the Company’s series 16 non-step-up non-cumulative contingent convertible perpetual preferred tier 1 securities (the “Securities”).

The Securities are to be issued pursuant to the provisions of the Contingent Convertible Preferred Securities Indenture dated as of July 31, 2025 (the “Base Indenture”) between the Company and The Bank of New York Mellon, acting (except with respect to its role as contingent convertible preferred security registrar) through its London Branch, as trustee, paying and conversion agent, principal paying agent, and contingent convertible preferred security registrar, as amended and supplemented by the first supplemental indenture dated as of May 8, 2026 (the “Supplemental Indenture”). Under the Supplemental Indenture, The Bank of New York Mellon, acting through its London Branch, has also agreed to act as calculation agent. The Base Indenture, as so amended and supplemented by the Supplemental Indenture, is hereinafter referred to as the “Indenture.” The Securities are to be sold pursuant to the Underwriting Agreement (the “Underwriting Agreement”) incorporated by reference in the Pricing Agreement dated April 30, 2026 (together with the Underwriting Agreement, the “Pricing Agreement”) among the Company and the several underwriters named therein (the “Underwriters”).

We, as your special U.S. counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed with or submitted to the Securities and Exchange Commission through its Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system (except for required EDGAR formatting changes) conform to the versions of such documents reviewed by us prior to such formatting (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate**.**

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, assuming that the Securities have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Pricing Agreement, the Securities (other than the terms thereof expressed to be governed by Spanish law, as to which we express no opinion) will constitute valid and binding

		Banco Bilbao Vizcaya Argentaria, S.A.

obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that we express no opinion as to the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.

In connection with the opinion expressed above, we have assumed that the Company is validly existing as a corporation under the laws of the Kingdom of Spain. In addition, we have assumed that the Indenture and the Securities (collectively, the “Documents”) are valid, binding and enforceable agreements of each party thereto. We have also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law, regulation or public policy or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party.

We express no opinion as to (i) any provisions in the Indenture that purport to waive objections to venue, claims that a particular jurisdiction is an inconvenient forum or the like, (ii) whether a United States federal court would have subject-matter or personal jurisdiction over a controversy arising under the Indenture or the Securities or (iii) the effectiveness of any service of process made other than in accordance with applicable law.

We express no opinion as to (i) whether a New York State or United States federal court would render or enforce a judgment in a currency other than U.S. Dollars or enforce the exclusivity of the jurisdiction of the Spanish courts in the city of Madrid or waivers of holders and owners of Securities provided for in the Indenture and the Securities for the purposes described therein or (ii) the exchange rate that such a court would use in rendering a judgment in U.S. Dollars in respect of an obligation in any other currency. Further, we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provisions of applicable law on the opinions expressed above.

We note that the choice-of-law provisions of the Indenture and the Securities, as applicable, are expressed to select Spanish law as the governing law for certain matters related to the Indenture and the Securities, including the authorization and execution of the Indenture, the authorization, issuance and execution of the Securities and certain provisions of the Indenture and the Securities related to the subordination of the Securities, the waiver of rights of set-off and the Spanish Bail-in Power (as such term is defined therein). **** We also note that the submission-to-jurisdiction provisions of the Indenture and the Securities, as applicable, are expressed to provide that the Spanish courts in the city of Madrid shall have exclusive jurisdiction in respect of any suit or proceeding arising out of or relating to the Securities or the Indenture arising out of, relating to or in connection with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority (as such terms are defined therein).

We also express no opinion with respect to Section 3.20 of the Base Indenture, the Section entitled “Substitution and Modification” of the Securities or any provision of the Indenture or the Securities relating to the Spanish Bail-in Power (as such term is defined therein).

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States of America, except that we express no opinion as to (i) any law, rule or regulation that is applicable to the Company or the Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national security.

May 8, 2026	2
		Banco Bilbao Vizcaya Argentaria, S.A.
---	---	---	---

Insofar as the foregoing opinion involves matters governed by the laws of the Kingdom of Spain, we have relied, without independent inquiry or investigation, on the opinion of J&A Garrigues, S.L.P., Spanish legal counsel for the Company, dated as of May 8, 2026, to be filed as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof, and our opinion is subject to the qualifications, assumptions and limitations set forth therein.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the captions “Material U.S. Federal Income Tax Considerations” and “Validity of the Securities” in the prospectus supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

May 8, 2026	3

EX-5.2

Exhibit 5.2

May 8, 2026

To:

Banco Bilbao Vizcaya Argentaria, S.A.

Calle Azul 4, 28050 Madrid, Spain

Re: Banco Bilbao Vizcaya Argentaria, S.A. issue of Series 16Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities ( ParticipacionesPreferentes ) of $200,000 liquidation preference each (the “Preferred Securities”)

We have acted as Spanish legal counsel for Banco Bilbao Vizcaya Argentaria, S.A. (hereinafter, “BBVA” or the “Issuer”) in connection with the issuance of the above referred to Preferred Securities pursuant to the Issuer’s registration statement on Form F-3 (File No. 333-289121) filed on July 31, 2025 with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933 (the “Securities Act”), as amended (the “Registration Statement”).

1.	Background

For the purposes of issuing this legal opinion, we have reviewed and examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Issuer and such other documents and made such inquiries with officers of the Issuer as we have deemed necessary as a basis for the opinions hereinafter expressed. In particular, we have reviewed and examined copies of the following documents:

1.	A copy of the executed base contingent convertible preferred securities indenture dated as of July 31, 2025<br>between BBVA, as issuer, and The Bank of New York Mellon, acting (except with respect to its role as security registrar) through its London branch, as trustee, paying and conversion agent, calculation agent and principal paying agent (the<br>“Trustee” or the “Paying Agent”) and contingent convertible preferred security registrar (the “Base Indenture”, as so amended and supplemented by the Supplemental Indenture -as defined below-, is referred to as the “Indenture”);
2.	A copy of the executed first supplemental indenture to the Base Indenture with respect to the Preferred Securities<br>(the “Supplemental Indenture”);
---	---
3.	A copy of the executed underwriting agreement dated April 30, 2026 entered into among the Issuer and the<br>underwriters named therein (jointly, the “Underwriters”) (the “Underwriting Agreement”);
---	---
4.	A copy of the executed pricing agreement dated April 30, 2026 (together with the Underwriting Agreement, the<br>“Pricing Agreement” and the Pricing Agreement together with the Indenture, the “Agreements”);
---	---
5.	a copy of the Registration Statement and the related prospectus (including the documents incorporated by reference<br>therein) dated July 31, 2025 (hereinafter referred to as the “Base Prospectus”);
---	---
6.	a copy of the preliminary prospectus supplement relating to the Preferred Securities filed with the Commission on<br>April 30, 2026 (including the documents incorporated by reference therein) (the “Preliminary Prospectus Supplement”);
---	---
7.	a copy of the final prospectus supplement relating to the Preferred Securities filed with the Commission on<br>May 4, 2026 (including the documents incorporated by reference therein) (the “Final Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”);
---	---
8.	a copy of the free-writing prospectus set forth in Appendix B to the Pricing Agreement (the “Pricing TermSheet” and together with the Base Prospectus and the Preliminary Prospectus Supplement, the “Disclosure Package”); ****
---	---
9.	A copy of the executed public deed (escritura pública) of issuance of the Preferred Securities, granted<br>on May 4, 2026 in front of the notary public of Madrid, Mr. Rodrigo Tena Arregui, with number 695 of his public records (the “Public Deed”) and its registration with the Commercial Registry of Vizcaya (RegistroMercantil de Vizcaya) on May 7, 2026 with record number 5,046 of the corporate sheet of the Issuer open at the said commercial registry;
---	---
10.	a copy of the executed Preferred Securities;
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11.	a copy of the deed of incorporation of the Issuer granted on October 1, 1988, before the notary public of Bilbao<br>Mr. José María Arriola Arana with the number 4,350 of his public records;
---	---
12.	a copy of the merger deed granted on January 25, 2000 before the Notary Public of Bilbao Mr. José<br>María Arriola y Arana, registered at the Commercial Registry of Vizcaya (Registro Mercantil de Vizcaya) in volume 3858, sheet 1, page number BI-17 A and entry 1035;
---	---
13.	a copy of the by-laws of the Issuer (the “By-Laws”) available on the Issuer´s corporate webpage as of the date hereof (www.bbva.com);
---	---

- 2 -

14.	a copy of the joint certification (certificaci ó n conjunta) issued by<br>Mr. Domingo Armengol Calvo, the Secretary of the Board of Directors of the Issuer, as to the resolutions passed by the General Shareholders’ Meeting and the Board of Directors of the Issuer in relation to the issue of the Preferred<br>Securities, both dated March 20, 2026;
15.	a copy of the directors’ report (informe de administradores) prepared by the Board of<br>Directors in relation to the issue of the Preferred Securities dated as of March 20, 2026;
---	---
16.	a copy of the report prepared by PKF ATTEST Servicios Empresariales, S.L. dated as of April 28, 2026, in relation<br>to the directors’ report referred to immediately above;
---	---
17.	a copy of the public deed executed before the Notary Public of Madrid, Mr. Rodrigo Tena Arregui on<br>November 21, 2022 under number 2,462 of his official records under which BBVA granted general powers of attorney in favor of Mr. José María Caballero Cobacho, such deed being duly registered with the Commercial Registry of<br>Vizcaya (Registro Mercantil de Vizcaya) on November 25, 2022, under Volume 6,084, Sheet 200, Entry 4,446, Page BI-17-A of the corporate sheet of the Issuer<br>open at such commercial registry;
---	---
18.	a copy of the public deed executed before the Notary Public of Madrid, Mr. Rodrigo Tena Arregui on<br>December 18, 2015 under number 3,357 of his official records under which BBVA granted general powers of attorney in favor of Mr. Ignacio Echevarría Soriano, such deed being duly registered with the Commercial Registry of Vizcaya<br>(Registro Mercantil de Vizcaya) on December 21, 2015, under Volume 5,539, Sheet 156, Entry 3,376, Page BI-17-A of the corporate sheet of the Issuer open at<br>such commercial registry;
---	---
19.	a copy of the public deed executed before the Notary Public of Madrid, Mr. Rodrigo Tena Arregui on<br>10 October 2023 under number 1,642 of his official records under which BBVA granted powers of attorney in favor of Ms. María Luisa Gómez Bravo, such deed being duly registered with the Commercial Registry of Vizcaya under<br>Volume 6,177 Sheet 135, Page 4,569 , entry No. BI-17-A;
---	---
20.	an online excerpt (nota simple telem á tica) of the data of the Issuer issued<br>by the Commercial Registry of Vizcaya (Bizkaia) on or about the date hereof; and
---	---
21.	search results for the Issuer on the websites: (i) of the registers of the Bank of Spain, (ii) of the CNMV<br>and (iii) of the online Public Register of Insolvency Decisions (www.publicidadconcursal.es) on the date hereof.
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- 3 -

2.	Assumptions underlying the opinion

On issuing this opinion, we assume that:

a)	the documents we have consulted and reviewed to issue this opinion and the signatures, stamps and seals attached<br>thereto are accurate, genuine and complete and have not been modified or rendered null and void by any documents other than those provided by, or publicly available in, the consulted and reviewed sources;
b)	the copies of the documents provided to us in order to issue this opinion are true and complete copies of their<br>originals;
---	---
c)	the signatures and seals appearing in the executed documents submitted to us are authentic;
---	---
d)	the Issuer has submitted to us all its relevant corporate records and proceedings, that such records and proceedings<br>are truthful transcriptions of the resolutions passed, that they are validly executed, convened and held;
---	---
e)	the By-Laws are in force on the date of this legal opinion;<br>
---	---
f)	all information regarding matters of fact rendered to us by the Issuer as well as (when appropriate) by governmental<br>officials or public registries, is accurate, complete, and up to date; and the information held at the Commercial Registry of Vizcaya (Registro Mercantil de Vizcaya) is assumed to be correct and valid pursuant to article 7 of the Commercial<br>Registry Regulations (Reglamento del Registro Mercantil);
---	---
g)	there is nothing under any law (other than the laws of Spain) that affects our opinion; in particular, we assume all<br>necessary compliance with applicable laws of the United States of America and the several States thereof;
---	---
h)	the Underwriters, the Principal Paying Agent, the Trustee and any other party different from the Issuer are duly<br>incorporated and validly exist under the laws of their country of incorporation at the time of execution of each Agreement they are party to have, the corporate power and authority to enter into and perform as provided for under the Agreements and<br>have taken all respective and necessary corporate action to authorize the execution, delivery and performance of the Agreements and the Preferred Securities it is party to, thereby becoming legal and valid obligations binding on the parties thereto<br>(except for the Issuer) (and are not subject to avoidance by any person) under all applicable laws and in all applicable jurisdictions (other than the laws of the Kingdom of Spain (“Spain”)) and insofar as any of such Agreements<br>and other documents is to be performed in any jurisdiction other than Spain, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction;
---	---

- 4 -

i)	the individuals that execute the Agreements on behalf of the parties thereto (except for the Issuer), as the case may<br>be, have the power, and have been authorized by all necessary corporate action, to execute and deliver the Agreements;
j)	all deeds, instruments, agreements and other documents in relation to the matters contemplated by the Agreements are<br>within the capacity and powers of, have been validly authorized, executed and delivered by the parties thereto (except for the Issuer);
---	---
k)	the absence of fraud and the presence of good faith on the part of the Issuer;
---	---
l)	the representations and warranties (other than any representations and warranties as to which we are expressing an<br>opinion herein) given by each of the parties to the Agreements are in each case true, accurate and complete in all respects;
---	---
m)	without having made any investigation, that any provisions of the Agreements which are governed by the laws of the<br>State of New York, or any other applicable laws other than the laws of Spain, constitute legal, valid, binding and enforceable obligations of the respective parties thereto under such laws;
---	---
n)	there are no contractual or similar restrictions binding on any person which would affect the conclusions of this<br>opinion resulting from any agreement or arrangement not being a document specifically examined by us for the purposes of this opinion and there are no arrangements between any of the parties to the documents which modify or supersede any of the<br>terms thereof (it being understood that we are not aware of the existence of any such agreement or arrangement);
---	---
o)	insofar as any obligation under the documents examined is to be performed in, or is otherwise subject to, any<br>jurisdiction other than Spain, their performance will not be illegal or ineffective by virtue of any law of, or contrary to public policy in, that jurisdiction; and
---	---
p)	the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus<br>Supplement and the Pricing Term Sheet have each been filed with the Commission.
---	---
3.	Scope of the opinion
---	---

This opinion refers solely and exclusively to legal matters and is issued solely with respect to Spanish law in force on the date hereof.

- 5 -

4.	Opinion
A.	The Issuer is a limited liability company (sociedad anónima) duly incorporated and validly existing<br>under the laws of Spain. The Issuer is not in liquidation, dissolution, insolvency or similar proceedings, and no liquidator, administrator or receiver or analogous person under the laws of Spain has been appointed over all or any of the<br>Issuer’s assets. To the best of our knowledge and based on the information available at the online Public Register of Insolvency Decisions (www.publicidadconcursal.es), no notice of commencement of<br>insolvency proceedings has been filed in respect of the Issuer.
---	---
B.	The Issuer has all requisite power, capacity and authority to conduct its businesses as described in the Disclosure<br>Package and the Prospectus, to enter into and perform its obligations under the Agreements and the Public Deed, to issue the Preferred Securities and to undertake and perform its obligations established thereunder and to issue the Common Shares upon<br>conversion of said Preferred Securities, as the case may be.
---	---
C.	The Issuer has taken all necessary actions to approve and authorize the execution and delivery of the Agreements and<br>the Public Deed and the issuance of the Preferred Securities and the performance of its obligations thereunder.
---	---
D.	The execution and delivery of the Agreements, the Public Deed and the Preferred Securities and the consummation of the<br>transactions therein contemplated and compliance with the terms thereof do not conflict with or result in a breach of:
---	---
(i)	any provision of the By-Laws;
---	---
(ii)	any present law or regulation in force in Spain;
---	---
(iii)	any judicial or administrative order binding on the Issuer or its assets of which we are aware taking into account<br>that no review or investigation on this subject has been performed; or
---	---
(iv)	the principles of public policy (orden público) as these are construed in Spain as of the date of this<br>opinion.
---	---
E.	Save for the registration of the Public Deed with the Commercial Registry of Vizcaya (Bizkaia), which has taken place,<br>no other consents, approvals, authorizations, orders, regulations, qualifications or clearances of or with any court or governmental agency or regulatory body in Spain having jurisdiction over the Issuer and its subsidiaries or any of their<br>properties or of any stock exchange authorities in Spain is required for (i) the valid authorization, execution and delivery by the Issuer of the Agreements and the Public Deed and the performance of its obligations thereunder and the issuance,<br>delivery and sale of the Preferred Securities (subject to the selling restrictions in Spain contained in the Pricing Agreement, the Disclosure Package and the Prospectus) and the performance of its obligations thereunder, (ii) to effect<br>distributions and any payments in United States of America dollars under the Preferred Securities or (iii) for the consummation by the Issuer of the other transactions contemplated by the Agreements.
---	---

- 6 -

F.	All Common Shares to be received by holders of Preferred Securities, in accordance with the Indenture, when issued and<br>delivered upon conversion in accordance with the terms of said Indenture, and therefore, once a public deed of issuance (escritura pública de emisión) of such Common Shares is executed and registered within the relevant<br>Commercial Registry and the Common Shares are duly recorded with IBERCLEAR, will be duly authorized, fully paid, non-assessable and legally issued and credited as fully paid under the existing laws of Spain,<br>and will not be subject to further call or contribution; and no other consents, approvals, authorizations, orders, regulations, qualifications or clearances of or with any court or governmental agency or regulatory body in Spain having jurisdiction<br>over the Issuer and its subsidiaries or any of their properties or of any stock exchange authorities in Spain is required for the valid authorization, execution and delivery by the Issuer of Common Shares upon conversion.
G.	It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Agreements,<br>the Preferred Securities and the Public Deed that any document be filed, recorded or enrolled with any government department or other authority in Spain, except for the filing and registration of the Public Deed in the Commercial Registry of Vizcaya<br>(Registro Mercantil de Vizcaya), which has been obtained, which has taken place.
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5.	Qualifications
---	---

This opinion is subject to the following qualifications:

(i)	We do not give any opinion with respect to any laws other than the laws of the Spanish legal system in force as of the<br>present date. J&A Garrigues, S.L.P. acts as a Spanish law firm and does not deliver opinions in respect of any law other than Spanish law. Accordingly, this opinion is confined to Spanish law only as currently in force and as construed in Spain.<br>
(ii)	Our opinion is subject to the effect of any applicable bankruptcy, temporary receivership, insolvency, reorganization,<br>administration, moratorium or similar laws (including but not limited to eventual fraudulent transactions and the preference of creditors) and other process or Spanish law provisions generally affecting the rights of creditors (including the<br>application of a claw-back period), as well as to any principles of public policy (orden público).
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- 7 -

It should be noted that according to Articles 12.3 (related to the non- application of foreign laws contrary to public policy) and 12.4 of the (Real Decreto de 24 de julio de 1889 por el que se publica el Código Civil) (the “Spanish Civil Code”) (whereby fraud of law will be considered when a conflict of law rule is used for the purpose of avoiding the application of a mandatory Spanish law) and related legislation, the laws other than those of Spain would not be applied by Spanish courts if submission to such laws is deemed to have been made in order to avoid the application of mandatory Spanish laws, or to be contrary to public policy.

(iii)	The term “enforceable” means that the obligations assumed by the relevant party under the Agreements, the<br>Public Deed and the Preferred Securities are of a type that the Spanish courts would enforce and it does not mean that those obligations will be necessarily enforced in all circumstances in accordance with their terms.
a.	Enforceability may be qualified by having regard to the general principle of good faith. In connection to this, the<br>Spanish courts may not accept the enforcement of a contractual obligation if they hold that a certain right has not been exercised in good faith or has been exercised as an abuse of the law (abuso de derecho). Likewise, in conformity with<br>Article 6.4 of the Spanish Civil Code, acts performed pursuant to the wording of a provision and pursuing a result prohibited by or contrary to the law will be deemed to have been performed in circumvention of law (fraude de ley) and will not<br>prevent the application of the provision sought to be avoided. Accordingly, Spanish courts may refuse to uphold the termination of an agreement based on an unreasonable, inequitable or bad faith interpretation of one of its events of default.<br>
---	---
b.	Spanish law precludes an agreement from being terminated based on the breach of obligations, undertakings or covenants<br>which are merely ancillary or supplementary to the main undertakings of the relevant agreements and allows Spanish courts not to enforce any such termination.
---	---
c.	Spanish law rules out any contractual obligations whose validity is left at the discretion of one of the contracting<br>parties. Therefore, Spanish courts may refuse to uphold and enforce terms and conditions of an agreement giving discretionary authority to one of the contracting parties.
---	---
d.	A Spanish court may issue an award of damages where specific performance is deemed impracticable.<br>
---	---
e.	Spanish law limits the enforcement of fixed-penalty provisions contained in agreements, allowing Spanish courts to<br>reduce the amount of the penalty payable when the main obligation has been partially or irregularly performed by the obligor.
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- 8 -

f.	The exercise of the rights arising from the relevant document and the enforcement thereof is limited by the applicable<br>statute of limitations.
g.	A counterparty can oppose to the enforcement of any right in rem before the relevant courts and obtain a<br>suspension, a different enforcement procedure to the ones agreed upon in the relevant agreement or even a dismissal of the enforcement action.
---	---
h.	In order for certain legal rights to be enforced in Spain, certain formalities must be met (e.g., notarization of the<br>document providing for such legal rights and the apostille of the 1961 Hague Convention).
---	---
i.	A certified translation into Spanish by a sworn translator of any document not executed in Spanish will be required to<br>make such document admissible in evidence in Spain.
---	---
j.	Private documents provide full evidence in trial of the terms set forth therein provided that their authenticity is<br>not contested by the party which may be harmed by them. Where the authenticity of a private document is contested, the party submitting such document may seek an expert’s authentication of handwriting or any other means of proof.<br>
---	---
k.	In accordance with the general principles of Spanish civil procedural law (Ley de Enjuiciamiento Civil), the<br>rules of evidence in any judicial proceeding cannot be modified by agreement of the parties. Accordingly, provisions in an agreement in which determinations by a party are to be deemed to be conclusive may not be upheld by a Spanish court. A<br>determination, designation, calculation or certificate of one party as to any matter provided in an agreement might, in certain circumstances, be held by a Spanish court not to be final, conclusive and binding, if it could be shown to have an<br>unreasonable or arbitrary basis or in the event of manifest error despite any provision in the relevant agreement to the contrary.
---	---
(iv)	Where obligations are to be performed in a jurisdiction outside Spain, they may not be enforceable in Spain to the<br>extent that performance would be illegal under the laws of the applicable jurisdiction.
---	---
(v)	According to Article 3.2 of Law 29/2015, the Spanish Government may establish that the Spanish authorities will not<br>cooperate with another state’s authorities when there has been a reiterated refusal of cooperation or there exists a legal prohibition precluding such cooperation by such others state’s authorities.
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- 9 -

(vi)	Spanish law does not allow leaving the validity and performance of contractual obligations at the discretion of one of<br>the contracting parties. Therefore, a Spanish court may not uphold or enforce terms and conditions in the Agreements, the Preferred Securities and the Public Deed giving discretionary authority to one of the parties.
(vii)	Except where otherwise expressly stated in this opinion, we have not made any independent verification of any factual<br>matters disclosed to us in the course of our examination for the purposes of rendering this opinion. We have relied as to factual matters on the documents and the information furnished to us by BBVA. It should be understood that we have not been<br>responsible for investigating or verifying the accuracy of facts or statements of foreign law, or the reasonableness of any statements of opinion, expectation, intention or belief contained in or represented by or in connection to the Issuer in the<br>Registration Statement and the Disclosure Package insofar as they are not related to Spanish law or taxation or that no material facts have been omitted therefrom or the existence of any omission to state a material fact necessary to make the<br>statements therein, in the light of the circumstances under which they were made, not misleading, insofar as they are not related to Spanish law or taxation.
---	---
(viii)	No opinion is expressed as to the financial or economical ability of the Issuer or out of or in connection with its<br>obligations under the Preferred Securities and/or the Agreements.
---	---
(ix)	A Spanish court might not enforce any provision of the Agreements, the Public Deed and/or the Preferred Securities<br>which requires any party thereto to pay any amounts on the grounds that such provision is a penalty within the meaning of Articles 1,152 et seq. of the Spanish Civil Code, as the court could consider said amounts evidently excessive as a pre-estimate of damages, in case of partial or non-regular compliance of the debtor. In this event, the court may reduce the amount of damages, pursuant to Article 1,154 of<br>the Spanish Civil Code.
---	---
(x)	Spanish courts have exclusive jurisdiction, inter alia, with respect to matters relating to the incorporation,<br>validity, nullity and dissolution of companies or legal entities domiciled in the Spanish territory, and to any decisions and resolutions of their corporate bodies, as well as with respect to the validity or nullity of any recordings with a Spanish<br>register, and the recognition and enforcement in Spain of any judgment or arbitration award obtained in a foreign country.
---	---
(xi)	Claims may be or become subject to defenses of set-off or counter-claim.<br>
---	---
(xii)	A waiver of all defenses to any proceedings may not be enforceable.
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- 10 -

(xiii)	The ability of terminating an agreement is subject to judicial review and the Spanish courts may provide for a<br>different remedy for the non-defaulting party.
(xiv)	Under the Royal Legislative Decree 1/2020 of May 5, which approves the recast text of the insolvency law (RealDecreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la ley concursal), as amended from time to time, the declaration of insolvency of a debtor does not by itself affect the effectiveness of contracts with<br>reciprocal outstanding obligations. Any outstanding obligations arising from said contracts, which the insolvency judge does not terminate, shall be paid from the insolvency estate (masa activa).
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(xv)	Contract provisions that grant a party the right to terminate a contract in the event of insolvency are void.<br>
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(xvi)	Enforcement of clauses providing for specific performance of an obligation may be replaced by Spanish courts with a<br>monetary compensation.
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(xvii)	The fact that the powers of the Trustee to act on behalf of the holders result from the Indenture may cause certain<br>delays in the process of enforcement of the Preferred Securities before the Spanish courts. Spain has not ratified the 1985 Hague Convention regarding trusts and their recognition as legal institutions and, therefore, there is a risk that<br>(i) the Trustee may have to be assigned all of the rights of the holders in order to claim in Spain the entirety of the amounts due on their behalf or (ii) the Spanish court may consider the powers of attorney of the Trustee under the<br>trust instrument are not sufficiently evidenced to the court and may require additional evidence of the empowerment, such as a sworn translation of the Indenture or other documents related to the granting of powers under New York law, which may<br>result in a delay of the enforcement process.
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(xviii)	Some of the legal concepts are described in English terms and not in their original terms. Such concepts may not be<br>exactly similar to the concepts described in English terms. This opinion may, therefore, only be relied upon the express condition that any issues of interpretation of Spanish legal concepts arising thereunder will be governed by Spanish law.<br>
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Without prejudice to the foregoing, for the purposes of opinions in section 4 above, we have considered that the terms (i) “validly issued” means that (1) the Issuer is validly existing under the laws of Spain, and the Common Shares will be, and the Preferred Securities are, duly authorized; (2) the actions required by Spanish corporation law to approve the issuance of the Common Shares and Preferred Securities will be or have been (respectively) taken; and (3) the Common Shares will be, and the Preferred Securities have been, issued in compliance with the requirements of Spanish law, the By-Laws and the resolutions approving the issuance of those securities; (ii) “duly authorized” means that the Issuer, under applicable law and the By-Laws, has the power to issue the Common Shares and the Preferred Securities and will take or has taken (respectively) all corporate actions necessary to create that power; and (iii) “fully paid-in” and “fully paid” mean that the consideration received or to be received (respectively) by the Issuer satisfies, in both type and amount, the requirements of Spanish corporation law, the By-Laws, the resolutions approving the issuance and any other applicable agreement required under Spanish law. ****

This opinion is being furnished by us, as Spanish counsel to the Issuer, to you as a supporting document in connection with the above referenced Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the caption “Validity of the Securities” contained in the Prospectus Supplement and in the Prospectus included in the Registration Statement. By so consenting, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Yours faithfully,

/s/ J&A Garrigues S.L.P.

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EX-8.1

Exhibit 8.1

<br><br><br><br>		Davis Polk & Wardwell LLP<br> <br>450 Lexington<br>Avenue<br> <br>New York, NY 10017<br> <br>davispolk.com

May 8, 2026

Re: Material U.S. Federal Income Tax Considerations

Banco Bilbao Vizcaya Argentaria, S.A.

Calle Azul, 4

28050 Madrid

Spain

Ladies and Gentlemen:

Banco Bilbao Vizcaya Argentaria, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Company”), has filed with the Securities and Exchange Commission a Prospectus Supplement (the “Prospectus Supplement”) pursuant to Rule 424(b)(2) under the United States Securities Act of 1933, as amended (the “SecuritiesAct”). The Prospectus Supplement relates to the Company’s Registration Statement on Form F-3 (File No. 333-289121) (the “Registration Statement”) and has been filed in connection with the Company’s offering of the series 16 non-step-up non-cumulative contingent convertible perpetual preferred tier 1 securities (the “Preferred Securities”).

We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of rendering our opinion.

We hereby confirm that our opinion as to the material U.S. federal income tax consequences of an investment in Preferred Securities to U.S. Holders is set forth under the caption “U.S. Tax Considerations” in the Registration Statement, insofar as it relates to contingent convertible preferred securities, as supplemented or superseded by the discussion under “Material U.S. Federal Income Tax Considerations” in the Prospectus Supplement.

We are members of the Bar of the State of New York, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States.

We hereby consent to the use of our name under the caption “Material U.S. Federal Income Tax Considerations” included in the Prospectus Supplement and to the filing, as an exhibit to the Registration Statement, of this letter. In giving such consent we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP