Capital and shareholders
Capital base
The BBVA Group's CET1 ratio4 stood at 12.70% as of December 31, 2025, which allows it to maintain a large management buffer over the Group's CET1 requirement as of that date (9.28%5), and is also above the Group's target management range of 11.5% - 12.0% of CET1.
Regarding the evolution during the fourth quarter, the Group’s CET1 decreased by -72 basis points with respect to the September level (13.42%).
Regarding the recurring aspects that impact the ratio, it is worth noting the strong earnings generation during the fourth quarter, which contributed +64 basis points to the ratio. The provision for dividends and the coupon payments on AT1 instruments (CoCos) subtracted -34 basis points. Organic growth in risk-weighted assets (RWA) at constant exchange rates, which net of risk transfer initiatives, represents a consumption of -57 basis points, reflecting, once again, the Group's ability to continue reinvesting in new growth.
Meanwhile, among the other impacts whose aggregate has not had a significant effect on the ratio (4 basis point), it is worth highlighting the positive compensatory effect on "Other Comprehensive Income" offsetting the negative impact in the income statement from the loss on the net monetary position recorded in the financial statements of the subsidiaries operating in hyperinflationary economies and the negative effects of the exchange rate and other market variables.
On the other hand, noteworthy is the positive effect of regulatory impacts that have resulted in +56 basis points and the impact of -105 basis points from the extraordinary share buyback program (SBB) announced in December 2025 for a maximum amount of€3.96 billion
QUARTERLY EVOLUTION OF THE CET1 RATIO
(1) Includes, among others, FX, mark to market of HTC&S portfolios, minority interests, and a positive impact in OCI equivalent to the loss on the net monetary position in hyperinflationary economies registered in results.
(2) Includes -100 basis points of direct impacts and 5 -basis points of indirect impacts of lower CET1 due to extraordinary share buyback program.
The AT1 ratio stood at 1.38%, a slight decrease of -1 basis point compared to September 30, 2025. This change is due to organic growth in RWA, partially offset by exchange rate effects. The issuance of €1 billion in contingent convertible bonds (CoCos) by BBVA, S.A. in November 2025 was offset by the redemption of another issuance of the same amount, announced in December of the same year.
Meanwhile, the Tier 2 ratio reached 3.13%, experiencing a significant increase (+19 basis points) during the quarter, primarily impacted by a USD 700m subordinated bond issuance by Garanti BBVA in October 2025.
As a consequence of the foregoing, the consolidated total capital ratio stood at 17.21% as of December 31, 2025, above the total capital requirements.
Following the latest decision of the SREP (Supervisory Review and Evaluation Process), which came into force on January 1, 2026, BBVA Group must maintain at consolidated level a total capital ratio of 13.13%6 and a CET1 capital ratio of 8.97%6, including a Pillar 2 requirement at consolidated level of 1.62% (a minimum of 0.96% must be satisfied with CET1), of which 0.12% is determined on the basis of the European Central Bank (ECB) prudential provisioning expectations, and must be satisfied by CET1.
CAPITAL RATIOS (PERCENTAGE)
| CAPITAL BASE (MILLIONS OF EUROS) | |||
|---|---|---|---|
| 31-12-25 (1) | 30-09-25 | 31-12-24 | |
| Common Equity Tier 1 (CET1) | 50,446 | 53,056 | 50,799 |
| Tier 1 | 55,934 | 58,541 | 56,822 |
| Tier 2 | 12,431 | 11,614 | 9,858 |
| Total capital (Tier 1 + Tier 2) | 68,365 | 70,156 | 66,680 |
| Risk-weighted assets | 397,241 | 395,271 | 394,468 |
| CET1 ratio (%) | 12.70 | 13.42 | 12.88 |
| Tier 1 ratio (%) | 14.08 | 14.81 | 14.40 |
| Tier 2 ratio (%) | 3.13 | 2.94 | 2.50 |
| Total capital ratio (%) | 17.21 | 17.75 | 16.90 |
| General note: The 2024 data and ratios are presented according to the requirements under CRR2, while those for December 2025 have been calculated applying the regulatory changes of CRR3. (1) Preliminary data. |
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As of December 31, 2025, the leverage ratio stood at 6.15%, which represents a reduction of -57 basis points compared to September 2025.
| LEVERAGE RATIO | |||
|---|---|---|---|
| 31-12-25 (1) | 30-09-25 | 31-12-24 | |
| Exposure to Leverage Ratio (million euros) | 909,048 | 871,029 | 834,488 |
| Leverage ratio (%) | 6.15 | 6.72 | 6.81 |
| General note: The 2024 data and ratios are presented according to the requirements under CRR2, while those for December 2025 have been calculated applying the regulatory changes of CRR3. (1) Preliminary data. |
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With respect to the MREL (Minimum Requirement for own funds and Eligible Liabilities) ratios7 achieved as of December 31, 2025, these were 28.89% and 10.21%, respectively for MREL in RWA and MREL in LR, reaching the subordinated ratios of both 24.67% and 8.72%, respectively. A summarizing table is shown below:
| MREL | |||
|---|---|---|---|
| 31-12-25 (1) | 30-09-25 | 31-12-24 | |
| Total own funds and eligible liabilities (million euros) | 59,277 | 64,342 | 63,887 |
| Total RWA of the resolution group (million euros) | 205,154 | 205,497 | 228,796 |
| RWA ratio (%) | 28.89 | 31.31 | 27.92 |
| Total exposure for the Leverage calculation (million euros) | 580,788 | 547,217 | 527,804 |
| Leverage ratio (%) | 10.21 | 11.76 | 12.10 |
| General note: The 2024 data and ratios are presented according to the requirements under CRR2, while those for December 2025 have been calculated applying the regulatory changes of CRR3. (1) Preliminary data. |
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On June 12, 2025 the Group made public that it had received a communication from the Bank of Spain regarding its MREL requirement, established by the Single Resolution Board (“SRB”). According to this communication, BBVA must maintain, as from June 12, 2025, an MREL in RWA of 23.13%8, not taking into account the current9 combined buffer requirement (CBR) of 3.97%. In addition, BBVA must keep, also as from June 12, 2025, a volume of own funds and eligible liabilities in terms of total exposure considered for purposes of calculating the leverage ratio of 8.59% (the “MREL in LR”)10.
Given the structure of the resolution group's own funds and eligible liabilities, as of December 31, 2025, the Group meets the aforementioned requirements.
For more information on these issuances, see "Structural risks" section within the "Risk management" chapter.
Shareholder remuneration
Cash distributions
During the 2025 financial year, the Annual General Shareholders' Meeting and the Board of Directors approved the payment of the following cash amounts:
The Annual General Shareholders' Meeting of BBVA held on March 21, 2025, approved, under item 1.3 of the Agenda, such cash distribution against the 2024 results as a final dividend for the 2024 financial year, for an amount equal to €0.41 gross (€0.3321 net of withholding tax) per outstanding BBVA share entitled to participate in this distribution, which was paid on April 10, 2025. The total amount paid, excluding dividends paid in respect of treasury shares held by the Group's companies other than BBVA, S.A., amounted to €2,357 million.
By means of an inside information notice (información privilegiada) dated September 29, 2025, BBVA announced that the Board of Directors had approved the payment of a cash interim dividend of €0.32 gross (€0.2592 net of withholding tax) per each outstanding BBVA share entitled to participate in this distribution, which was paid on November 7, 2025. The total amount paid, excluding dividends paid in respect of treasury shares held by the Group's companies other than BBVA, S.A., amounted to €1,840 million.
A cash gross distribution in the amount of €0.60 per share for each of the outstanding shares entitled to receive said distribution, to be paid presumably on April as final dividend of 2025 is expected to be submitted to the relevant governing bodies for consideration. Thus, the total distribution for the 2025 financial year will be 50% of the attributable profit, with a cash distribution of €0.92 per share, taking into account that in November 2025, €0.32 gross was distributed in cash for each of the outstanding shares entitled to receive said distribution as an interim dividend for the year.
Share buyback programs
On January 30, 2025, BBVA announced, among other matters, the execution of a share buyback program of BBVA shares, with the purpose of reducing BBVA’s share capital, for a monetary amount of €993 million, subject to obtaining the corresponding regulatory authorizations and to the communication of the specific terms and conditions of the share buyback program before its execution.
On October 30, 2025, after receiving the required authorization from the ECB, BBVA announced by means of an Inside Information notice the execution of a time-scheduled buyback program for the repurchase of own shares, with the purpose of reducing BBVA's share capital, all in accordance with the Regulations, for a maximum monetary amount of €993 million. The execution was carried out externally by Citigroup Global Markets Europe AG.11 By means of an Other Relevant Information notice dated December 10, 2025, BBVA announced the completion of the share buyback program upon reaching the maximum monetary amount, having acquired a total of 54,316,765 BBVA shares, between October 31 and December 10, 2025, representing, approximately, 0.93% of BBVA's share capital as of such date. On December 23, 2025, BBVA notified through an Other Relevant Information notice the partial execution of the share capital reduction resolution adopted by the Annual General Shareholders’ Meeting of BBVA held on March 21, 2025, under item 3 of the Agenda, through the reduction of BBVA’s share capital in a nominal amount of €26,615,214.85 and the consequent redemption, charged to unrestricted reserves, of the 54,316,765 BBVA shares of €0.49 par value each acquired derivatively by BBVA in execution of the aforementioned BBVA share buyback program and which were held as treasury shares.
On December 19, 2025, and after receiving the required authorization from the ECB, BBVA announced, by means of an Inside Information notice, that the Board of Directors of BBVA, at its meeting on December 18, 2025, had agreed to carry out the execution of a framework share buyback program for the repurchase of BBVA shares, all in accordance with the Regulations. This program will be executed in several tranches for a maximum monetary amount of €3,960 million, with the purpose of reducing BBVA's share capital (the "Framework Program"), without prejudice to the possibility of suspending or terminating the Framework Program early if circumstances warrant. It also announced that the Board of Directors agreed to execute a first tranche of the Framework Program in compliance with the Regulations, for the purpose of reducing BBVA's share capital for a maximum monetary amount of €1,500 million. The execution of this tranche started on December 22, 2025, and is carried out externally by J.P. Morgan SE. Between December 22, 2025 and January 30, 2026, J.P. Morgan SE has acquired 31,242,848 BBVA shares within this program.
| EXECUTION OF THE PROGRAMS FOR THE BUYBACK OF SHARES IN 2025 | ||||||
|---|---|---|---|---|---|---|
| Start date | Completion date | Redemption date | Number of shares | % of share capital* | Disbursement (millions of euros) |
|
| First program | October 31 | December 10 | December 23 | 54,316,765 | 0.93 | 993 |
| Second program - 1st Tranche | December 22 | 7,333,560 | 146 | |||
| Total | 61,650,325 | 1,139 | ||||
| * As of the date of the program closure. | ||||||
As of December 31, 2025, BBVA’s share capital amounted to €2,797,394,663.00 divided into 5,708,968,700 shares.
| SHAREHOLDER STRUCTURE (31-12-25) | |||||
|---|---|---|---|---|---|
| Shareholders | Shares outstanding | ||||
| Number of shares | Number | % | Number | % | |
| Up to 500 | 294,156 | 44.8 | 52,659,523 | 0.9 | |
| 501 to 5,000 | 285,778 | 43.5 | 504,575,092 | 8.8 | |
| 5,001 to 10,000 | 41,527 | 6.3 | 290,781,745 | 5.1 | |
| 10,001 to 50,000 | 32,226 | 4.9 | 617,369,007 | 10.8 | |
| 50,001 to 100,000 | 2,266 | 0.3 | 154,417,277 | 2.7 | |
| 100,001 to 500,000 | 988 | 0.2 | 176,416,931 | 3.1 | |
| More than 500,001 | 252 | 0.04 | 3,912,749,125 | 68.5 | |
| Total | 657,193 | 100 | 5,708,968,700 | 100 | |
| Note: in the case of shares held by investors operating through a custodian entity located outside Spain, only the custodian is counted as a shareholder, as it is the entity registered in the corresponding book-entry register. Therefore, the reported number of shareholders does not include these underlying holders. | |||||
Ratings
Several rating agencies have recognized the favorable evolution of BBVA’s fundamentals. Towards the end of the year, the three main international rating agencies (S&P, Moody’s, and Fitch) upgraded BBVA’s rating, reflecting their positive view of the Group’s sound financial profile supported by strong profitability and resilient asset quality. In September, S&P raised BBVA’s rating from A to A+, maintaining a stable outlook and highlighting the robustness of returns and BBVA’s financial strength. In October, Moody’s upgraded the rating from A3 to A2, shifting the outlook from “Rating Watch Positive” to stable, and noted the improvement in the bank’s credit profile, particularly in terms of profitability. Fitch also upgraded BBVA’s rating in October, including senior preferred debt, from A- to A. The outlook was changed to stable, following an earlier revision from stable to positive in February and the placement on “Rating Watch Positive” in May. DBRS confirmed its rating of A (high) with a stable outlook in February. The following table shows the credit ratings and outlooks assigned by the agencies:
| RATINGS | |||
|---|---|---|---|
| Rating agency | Long term (1) | Short term | Outlook |
| DBRS | A (high) | R-1 (middle) | Stable |
| Fitch | A | F-1 | Stable |
| Moody's | A2 | P-1 | Stable |
| Standard & Poor's | A+ | A-1 | Stable |
| (1) Ratings assigned to long term senior preferred debt. Additionally, Moody’s, Fitch and DBRS assign A1, A and A (high) rating, respectively, to BBVA’s long term deposits. | |||
4 For the periods shown, there were no differences between fully loaded and phased-in ratios given that the impact associated with the transitional adjustments is nil.
5 Considering the latest official updates to the countercyclical capital buffer and the systemic risk buffer, applied on the basis of exposure as of September 30, 2025, and incorporating the increase in the percentage of the countercyclical capital buffer applicable to exposures located in Spain approved by the Bank of Spain and published on October 1, 2025, applied on that exposure basis.
6 Considering the latest official updates to the countercyclical capital buffer and the systemic risk buffer, applied on the basis of exposure as of September 30, 2025, and incorporating the increase in the percentage of the countercyclical capital buffer applicable to exposures located in Spain approved by the Bank of Spain and published on October 1, 2025, applied on that exposure basis.
7 Calculated at subconsolidated level according to the resolution strategy MPE (“Multiple Point of Entry”) of the BBVA Group, established by the SRB ("Single Resolution Board"). The resolution group is made up of Banco Bilbao Vizcaya Argentaria, S.A. and subsidiaries that belong to the same European resolution group. That implies the ratios are calculated under the subconsolidated perimeter of the resolution group. Preliminary MREL ratios as of the date of publication.
8 The subordinated requirement in RWA is 13.50%.
9 Considering the latest official updates to the countercyclical capital buffer and the systemic risk buffer, applied on the basis of exposure as of September 30, 2025, and incorporating the increase in the percentage of the countercyclical capital buffer applicable to exposures located in Spain approved by the Bank of Spain and published on October 1, 2025, applied on that exposure basis.
10 The subordinated requirement in LR is 5.66%.
11 The Regulations refers to the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and Commission Delegated Regulation (EU) No. 2016/1052 of March 8, 2016.
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