Free Writing Prospectus dated March 5, 2024

(to Prospectus dated July 29, 2022 and

Preliminary Prospectus Supplement dated March 5, 2024)

Filed pursuant to Rule 433

Registration Statement No. 333-266391

PRICING TERM SHEET

U.S. $1,000,000,000 5.381% SENIOR PREFERRED FIXED RATE NOTES DUE 2029

(the “2029 Notes”)

U.S. $1,000,000,000 SENIOR NON-PREFERRED CALLABLE FIXED-TO-FIXED RATE NOTES DUE 2035

(the “2035 Notes”)

This Free Writing Prospectus relates only to the 2029 Notes and the 2035 Notes (collectively, the “Notes”) described below and should only be read together with the preliminary prospectus supplement dated March 5, 2024 (the “Preliminary Prospectus Supplement”) and the accompanying prospectus dated July 29, 2022 relating to these notes (the “Prospectus”). Terms and expressions used but not defined herein shall have the same meanings as defined in the Preliminary Prospectus Supplement or Prospectus, as applicable.

2029 Notes and 2035 Notes

Issuer:	Banco Bilbao Vizcaya Argentaria, S.A.
Expected Issue Ratings: *	A3 Moody’s / A S&P / A- Fitch (2029 Notes) Baa2 Moody’s / BBB+ S&P / BBB+ Fitch (2035 Notes)
Issuer Ratings: *	A3 Moody’s / A S&P / BBB+ Fitch
Principal Amount:	U.S. $1,000,000,000 (2029 Notes) U.S. $1,000,000,000 (2035 Notes)
Form of Issuance:	SEC Registered
Pricing Date:	March 5, 2024
Issue Date / Settlement Date: **	March 13, 2024 (T+6)
2035 Notes Reset Date:	March 13, 2034
Stated Maturity Date:	March 13, 2029 (the 2029 Notes) March 13, 2035 (the 2035 Notes)
CUSIP / ISIN:	05946K AQ4 / US05946KAQ40 (the 2029 Notes) 05946K AR2 / US05946KAR23 (the 2035 Notes)
Benchmark Treasury:	4.250% due February 28, 2029 (the 2029 Notes) 4.000% due February 15, 2034 (the 2035 Notes)
Benchmark Treasury Yield:	4.131% (the 2029 Notes) 4.133% (the 2035 Notes)

Spread to Benchmark Treasury:	UST+ 125 bps (the 2029 Notes) UST+ 190 bps (the 2035 Notes)
Re-offer Yield:	5.381% (the 2029 Notes) 6.033% (the 2035 Notes)
Coupon:	The 2029 Notes will bear interest, from (and including) the Issue Date to (but excluding) March 13, 2029 or any date of earlier redemption, at a fixed rate of 5.381% per annum. The 2035 Notes will bear interest (i) from (and including) the Issue Date to (but excluding) the 2035 Notes Reset Date (March 13, 2034) or any date of earlier redemption at a fixed rate of 6.033% per annum and (ii) thereafter, from (and including) the 2035 Notes Reset Date to (but excluding) March 13, 2035 or any date of earlier redemption, at a fixed rate per annum equal to the 1-year UST, as determined by the Calculation Agent, plus 190 basis points, such sum being converted to a semi-annual rate in accordance with market convention (rounded to the fifth decimal place, with 0.000005 being rounded upwards). •  “1-year UST” means 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 one year, 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 Issuer 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 one year published closest in time (but prior to) the Reset Determination Date. •  “Reset Determination Date” means the second Business Day immediately preceding the 2035 Notes Reset Date.
Interest Payment Dates:	Semi-annually in arrears on March 13 and September 13 of each year, commencing on September 13, 2024 up to (and including) the stated maturity date or any date of earlier redemption of the relevant series of Notes.
Price to Public:	100% of the principal amount (the 2029 Notes) 100% of the principal amount (the 2035 Notes)
Underwriting Discount:	0.25% (the 2029 Notes) 0.35% (the 2035 Notes)
Aggregate Proceeds to Issuer (Before Expenses):	U.S. $1,994,000,000

Day Count Fraction / Business Day Convention:	30/360 (following business day, unadjusted)
Business Days:	New York City, London and Madrid
Minimum Denominations / Multiples:	Minimum denominations of U.S.$200,000 and multiples of U.S.$200,000 in excess thereof
Expected Listing:	New York Stock Exchange
Trustee, Paying Agent, Transfer Agent, Calculation Agent (for the 2035 Notes) and Security Registrar:	The Bank of New York Mellon, acting (except with respect to its role as Security Registrar) through its London Branch
Redemption Provisions:	Tax call: All or part at 100% of principal and accrued but unpaid interest Eligible Liabilities Event call: All (but not less than all) at 100% of principal and accrued but unpaid interest Optional early redemption (Issuer call) for the 2035 Notes: All (but not less than all) of the 2035 Notes at 100% of principal and accrued but unpaid interest on the 2035 Notes Reset Date Clean-up call: In whole but not in part at 100% of principal and accrued but unpaid interest if Notes of a series representing, in the aggregate, 75% or more of the aggregate principal amount of such series of Notes (including any Notes of such series issued after the Issue Date and any Notes of such series which have been cancelled by the Trustee in accordance with the relevant indenture) have been purchased by or on behalf of BBVA or any member of the BBVA Group
Purchases of the Notes:	The Issuer or any member of the Group or any other legal entity acting on behalf of the Issuer may purchase or otherwise acquire any of the outstanding Notes of a series at any price in the open market or otherwise, subject to such purchase 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. Upon their acquisition, such Notes may be held, resold or, at the option of the Issuer, surrendered to the Trustee for cancellation (subject to such holding, resale or cancellation being in compliance with Applicable Banking Regulations). Any such purchased Notes will cease to be deemed “outstanding” under the relevant indenture (i) for so long as such purchased Notes are held by the Issuer or any member of the Group or any other legal entity acting on behalf of the Issuer or (ii) if such purchased Notes have been surrendered to the Trustee for cancellation.
Governing Law:	New York law, except that the authorization and execution by the Issuer of the indentures, the authorization, issuance and execution by the Issuer of the Notes of each series and certain provisions related to the status and ranking of the Notes of each series, the waiver of the right of set-off and the agreement by holders with respect to the exercise and effects of the Spanish Bail-in Power shall be governed by and construed in accordance with the common laws of Spain. See “Certain Terms of the Notes—Governing Law” in the Preliminary Prospectus Supplement.

Submission to Jurisdiction:	Any U.S. federal or state court in the Borough of Manhattan, the City of New York, New York, except that the Spanish courts have exclusive jurisdiction in respect of a Bail-in Dispute. See “Certain Terms of the Notes—Submission to Jurisdiction” in the Preliminary Prospectus Supplement.
U.S. Federal Tax Considerations:	See the section of the Prospectus entitled “U.S. Federal Tax Considerations” for a discussion of the material U.S. federal income tax consequences of the ownership and disposition of the Notes to the U.S. holders described therein.
Spanish Tax Considerations:	Exemption from Spanish withholding tax applies subject to compliance with certain Spanish tax requirements, including the timely provision by the Paying Agent of a duly executed and completed payment statement (the “Payment Statement”). If the Paying Agent fails to deliver a duly executed and completed Payment Statement on a timely basis, in respect of an Interest Payment Date or in connection with a redemption of the Notes of a series, then the related payment will be subject to Spanish withholding tax, currently at the rate of 19%. If this occurs, the Issuer will not pay Additional Amounts and holders will have to apply directly to the Spanish tax authorities for any refund to which they may be entitled. See “Certain Terms of the Notes—Maintenance of Tax Procedures” and “Spanish Tax Considerations” in the Preliminary Prospectus Supplement.
Substitution and Modification and Agreement with Respect Thereto:	If an Eligible Liabilities Event occurs with respect to the Notes of a series, including as a result of any change in law or regulation or the application or official interpretation thereof, the Issuer may, under certain circumstances and without the consent or approval of the holders or beneficial owners of such Notes, substitute all (but not less than all) of such Notes or modify the terms of all (but not less than all) of such Notes, so that such Notes are substituted by, or their terms are modified to, become again, or remain, Qualifying Securities. By its acquisition of any Note or any beneficial interest therein, each holder and beneficial owner of such Note (i) acknowledges, accepts, consents to and agrees to be bound by the substitution of or modification to the terms of the Notes as set forth above and to grant to the Issuer and the Trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such holder or beneficial owner, as the case may be, which is necessary or convenient to complete the substitution of or modification to the terms of the Notes, as applicable; and (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee and/or the Issuer for, agrees not to initiate a suit against the Trustee and/or the Issuer in respect of, and agrees that neither the Trustee nor the Issuer shall be liable for, any action that the Trustee or the Issuer takes, or abstains from taking, in either case in connection with the substitution of or modification to the terms of the Notes upon the occurrence of an Eligible Liabilities Event. See “Certain Terms of the Notes—Substitution and Modification” in the Preliminary Prospectus Supplement.

Agreement and Acknowledgment with Respect to Exercise of Spanish Bail-In Power:

By its acquisition of any Notes, each holder (including, for these purposes, each holder of a beneficial interest in such Notes) acknowledges, accepts, consents to and agrees to be bound by (i) the exercise and effects of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority and (ii) the variation of the terms of the Notes of any series, or the rights of the holders thereunder or under the relevant 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. No repayment or payment of Amounts Due on the Notes will 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. See “Certain Terms of the Notes—Agreement and Acknowledgment with Respect to the Exercise of the Spanish Bail-in Power” in the Preliminary Prospectus Supplement.

Status and Ranking:

The payment obligations of the Issuer under the 2029 Notes on account of principal shall be direct, unconditional, unsubordinated and unsecured obligations of the Issuer and, upon the insolvency (concurso de acreedores) of the Issuer, in accordance with and to the extent permitted by the Insolvency Law and other applicable laws relating to or affecting the enforcement of creditors’ rights in Spain (including, without limitation, Additional Provision 14 of Law 11/2015), but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), the payment obligations of the Issuer under the Senior Preferred Notes with respect to claims for principal (which claims will constitute ordinary claims) will rank: (i) junior to any (a) privileged claims (créditos privilegiados) (which shall include, among other claims, any claims in respect of deposits for the purposes of Additional Provision 14.1 of Law 11/2015), and (b) claims against the insolvency estate (créditos contra la masa); (ii) pari passu without any preference or priority among themselves and with all other Senior Preferred Obligations; and (iii) senior to (a) any Senior Non-Preferred Obligations, and (b) all subordinated obligations of, or claims against, the Issuer (créditos subordinados), present and future, such that any relevant claim on account of principal in respect of the Senior Preferred Notes will be satisfied, as appropriate, only to the extent that all claims ranking senior to it have first been satisfied in full, and then pro rata with any claims ranking pari passu with it, in each case as provided herein. The payment obligations of the Issuer under the 2035 Notes on account of principal shall be direct, unconditional, unsubordinated and unsecured obligations of the Issuer and, upon the insolvency (concurso de acreedores) of the Issuer, in accordance with and to the extent permitted by the Insolvency Law and other applicable laws relating to or affecting the enforcement of creditors’ rights in Spain (including, without limitation, Additional Provision 14 of Law 11/2015), but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), the payment obligations of the Issuer under the 2035 Notes with respect to claims for principal (which claims will constitute ordinary claims) will rank: (i) junior to any (a) privileged claims (créditos privilegiados) (which shall include, among other claims, any claims in respect of deposits for the purposes of Additional Provision 14.1 of Law 11/2015), (b) claims against the insolvency estate (créditos contra la masa), and (c) Senior Preferred Obligations; (ii) pari passu without any preference or priority among themselves and with all other Senior Non-Preferred Obligations; and (iii) senior to all subordinated obligations of, or claims against, the Issuer (créditos subordinados),

	present and future, such that any relevant claim on account of principal in respect of the 2035 Notes will be satisfied, as appropriate, only to the extent that all claims ranking senior to it have first been satisfied in full, and then pro rata with any claims ranking pari passu with it, in each case as provided herein. See “Certain Terms of the Notes—Status and Ranking of the Notes” in the Preliminary Prospectus Supplement.
Event of Default:	Except as set forth under “Certain Terms of the Notes—Events of Default” in the Preliminary Prospectus Supplement, “Event of Default”, wherever used with respect to the Notes of a series, means that an order shall have been made by any competent court commencing insolvency proceedings (procedimiento concursal) against the Issuer or an order of any competent court or administrative agency shall have been made or a resolution shall have been passed by the Issuer for the dissolution or winding up of the Issuer. There are no other Events of Default under the Notes.
Use of Proceeds:	General corporate purposes
Target Market:	MiFID II and UK MiFIR - professionals / ECPs-only / No EEA or UK PRIIPs KID / UK FCA PI restriction – Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document (KID) 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 COBS 3.4) in the EEA or in the United Kingdom. The Notes are incompatible with the knowledge, experience, needs, characteristics and objectives of clients which are retail clients.
Joint Bookrunners:	BBVA Securities Inc.*** BofA Securities, Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC Wells Fargo Securities, LLC

* Any ratings obtained will reflect only the views of the respective rating agency and should not be considered a recommendation to buy, sell or hold the Notes of any series. 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 evaluated independently of any other rating.

** Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes of any series before the second business day prior to the delivery of the Notes will be required to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own advisors.

*** BBVA Securities Inc., which is participating in this offering as a Joint Bookrunner, is a wholly-owned subsidiary of BBVA. The offering is being conducted pursuant to FINRA Rule 5121. See “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus Supplement.

The Issuer has filed a registration statement (including the Prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the Preliminary Prospectus Supplement and the Prospectus in that registration statement, and other documents the Issuer has filed with the SEC for more complete information about the Issuer 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 copy of the Prospectus and Preliminary Prospectus Supplement from BBVA Securities Inc. by calling toll-free +1-800-422-8692, BofA Securities, Inc. by calling toll-free +1-800-294-1322, J.P. Morgan Securities LLC by calling toll-free +1-212-834-4533, Mizuho Securities USA LLC by calling toll-free +1-866-271-7403, Morgan Stanley & Co. LLC by calling toll-free +1-866-718-1649, RBC Capital Markets, LLC by calling toll-free +1-866-375-6829 and Wells Fargo Securities, LLC by calling toll-free +1-800-645-3751.