U.S. $1,000,000,000 (the 2029 Fixed Rate Notes)

U.S. $1,000,000,000 (the 2036 Fixed Rate Notes)

March 3, 2029 (the 2029 Fixed Rate Notes)

March 3, 2036 (the 2036 Fixed Rate Notes)

05946K AT8 / US05946KAT88 (the 2029 Fixed Rate Notes)

05946K AU5 / US05946KAU51 (the 2036 Fixed Rate Notes)

3.500% due February 15, 2029 (the 2029 Fixed Rate Notes)

4.125% due February 15, 2036 (the 2036 Fixed Rate Notes)

3.450% (the 2029 Fixed Rate Notes)

4.027% (the 2036 Fixed Rate Notes)

UST+ 70 bps (the 2029 Fixed Rate Notes)

UST+ 110 bps (the 2036 Fixed Rate Notes)

4.150% (the 2029 Fixed Rate Notes)

5.127% (the 2036 Fixed Rate Notes)

Subject to any redemption prior to the relevant Maturity Date, the 2029 Fixed Rate Notes will bear interest from (and including) the Issue Date to (but excluding) the relevant Maturity Date at a fixed rate of 4.150% per annum.

Subject to any redemption prior to the relevant Maturity Date, the 2036 Fixed Rate Notes will bear interest from (and including) the Issue Date to (but excluding) the relevant Maturity Date at a fixed rate of 5.127% per annum.

100.000% of the principal amount (the 2029 Fixed Rate Notes)

100.000% of the principal amount (the 2036 Fixed Rate Notes)

0.200% (the 2029 Fixed Rate Notes)

0.380% (the 2036 Fixed Rate Notes)

Tax call: All or part at 100% of principal and accrued but unpaid interest for the relevant series of Notes

Eligible Liabilities Event call: All (but not less than all) at 100% of principal and accrued but unpaid interest for the relevant series of Notes

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, both in the numerator and the denominator, (i) any Notes of such series issued after the Issue Date and (ii) any Notes of such series which have been cancelled by the Trustee following their surrender for cancellation in accordance with the relevant indenture) have been purchased by or on behalf of the Issuer or any member of the Group.

In respect of each Interest Period, the period from, and including, the date five (5) U.S. Government Securities Business Days (as defined below) preceding the first date in such Interest Period to, but excluding, the date five (5) U.S. Government Securities Business Days preceding the 2029 Floating Rate Notes Interest Payment Date for such Interest Period.

“U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association (SIFMA) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Tax call: All or part at 100% of principal and accrued but unpaid interest for the 2029 Floating Rate Notes

Eligible Liabilities Event call: All (but not less than all) at 100% of principal and accrued but unpaid interest for the 2029 Floating Rate Notes

Clean-up call: In whole but not in part at 100% of principal and accrued but unpaid interest if the 2029 Floating Rate Notes representing, in the aggregate, 75% or more of the aggregate principal amount of such 2029 Floating Rate Notes (including, both in the numerator and the denominator, (i) any Notes of such series issued after the Issue Date and (ii) any Notes of such series which have been cancelled by the Trustee following their surrender for cancellation in accordance with the relevant indenture) have been purchased by or on behalf of the Issuer or any member of the Group.

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 Amount (as defined in the Preliminary Prospectus Supplement) 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.

If an Eligible Liabilities Event or a Tax 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 any requirement for the consent or approval of the Trustee or 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 for, 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 any 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 or a Tax Event.

See “Certain Terms of the Notes—Substitution and Modification” in the Preliminary Prospectus Supplement.

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.

The payment obligations of the Issuer under the Notes of each series 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 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 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 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 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.

Moreover, the Issuer’s obligations under the Notes of each series are subject to, and may be limited by, the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.

See “Certain Terms of the Notes—Status and Ranking of the Notes” in the Preliminary Prospectus Supplement.

BBVA Securities Inc.***

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.

RBC Capital Markets, LLC

Standard Chartered Bank AG

Wells Fargo Securities, LLC

CIBC World Markets Corp.

Scotia Capital (USA) Inc.

Unicaja Banco SA

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 one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes of any series before the first 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.