BBVA Unveils Record Share Buyback Plan as Sabadell Takeover Looms

BBVA will launch an extraordinary share buyback program on Dec. 22 for up to €3.96 billion (MX$82.3 billion), the largest in the bank’s history. The move forms part of a broader plan to distribute €36 billion to shareholders between 2025 and 2028 and comes as BBVA presses ahead with its takeover bid for Banco Sabadell, which continues to face resistance from Sabadell’s board.

BBVA CEO Onur Genç CEO said the bank “is and will continue to be a very attractive investment proposal, combining growth, profitability and excellent shareholder remuneration.”

The buyback will be executed in tranches, beginning with a €1.5 billion first phase. J.P. Morgan SE will manage the purchases on the Spanish Stock Exchange Interconnection System and other European trading venues. This initial tranche is expected to conclude between March 6 and April 7, 2026.

Capital Strength and Shareholder Returns

The €3.96 billion program represents approximately 100 basis points of Common Equity Tier 1 (CET1) capital. According to BBVA Chief Financial Officer Luisa Gómez Bravo, the bank’s capital position remains robust. As of September 2025, BBVA’s pro forma CET1 ratio stood at 12.42%, above its target range of 11.5% to 12%.

“Once the program is fully completed, we maintain our firm commitment to return excess capital generated above the upper end of our 12% capital target range in a disciplined and continuous manner,” Gómez Bravo said.

The announcement follows a €993 million share buyback completed on Dec. 10 and a record interim cash dividend of €1.842 billion paid in November. Since 2021, BBVA has allocated more than €10 billion to share repurchases, a strategy that has amplified earnings per share growth. While attributed profit rose 25% in 2024, EPS increased by 27% over the same period.

Sabadell Takeover Tensions

The record buyback coincides with mounting tensions surrounding BBVA’s acquisition attempt of Banco Sabadell. BBVA formally launched its bid on Sept. 8, subject to a minimum acceptance level of 50% of Sabadell’s voting share capital, although it retains the option to lower that threshold to 30%.

Sabadell’s board has repeatedly rejected the offer. Chairman Josep Oliu has urged shareholders not to accept the bid, arguing that it undervalues the bank’s long-term prospects. This week, Sabadell executives said any potential second offer would need to be priced higher than the current bid, which was recently increased by 10%.

Speaking at the Inside LatAm: México 2025 forum, Sabadell CEO César González-Bueno said a second bid would need to be “clearly more attractive” to succeed. BBVA Chairman Carlos Torres has responded that the bank would “never” launch a second mandatory offer at a higher price.

Under Spanish regulations enforced by the National Securities Market Commission (CNMV), if BBVA lowers the acceptance threshold, it would be required to launch a second mandatory cash offer at a “fair price.” That price cannot be lower than the highest price paid by the bidder for the same shares during the previous 12 months.

Within its current four-year strategic plan, BBVA is targeting cumulative net attributed profit of approximately €48 billion.