BBVA gains Council nod for Sabadell bid; offer stays active

[Form 4] Mastercard Incorporated Insider Trading Activity

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

BBVA (NYSE: BBVA) has cleared a pivotal regulatory hurdle in its planned acquisition of Banco de Sabadell. The Spanish Council of Ministers, in its session of 24 June 2025, approved the economic concentration arising from BBVA鈥檚 voluntary tender offer for 100% of Sabadell鈥檚 share capital. This authorization follows the Spanish competition authority鈥檚 approval on 30 April 2025 and is granted with an additional, undisclosed condition beyond the commitments BBVA had already presented.

Under Article 26.1(c) of Royal Decree 1066/2007, BBVA could have withdrawn the offer because the clearance is conditional. After reviewing the Council鈥檚 resolution, BBVA decided to keep the offer in force, signalling management鈥檚 confidence in meeting the new requirement and completing the transaction.

Form type: 6-K (foreign issuer current report)
Transaction: Voluntary tender offer for Banco de Sabadell, originally announced 9 May 2024
Key date: Council approval issued 24 June 2025; BBVA confirmation dated 30 June 2025
Regulatory status: Spanish merger-control process now concluded

The filing contains no financial figures or earnings updates, focusing solely on the regulatory progress of the proposed acquisition.

Positive

Regulatory approval from the Spanish Council of Ministers removes a critical hurdle in BBVA鈥檚 tender offer for Banco de Sabadell.
BBVA elects to proceed with the offer despite conditional clearance, signalling confidence in fulfilling requirements and closing the transaction.

Negative

Authorization is conditional on an undisclosed additional requirement, leaving uncertainty about potential costs or divestitures.
No financial metrics or synergy estimates were provided, offering limited visibility on value creation for shareholders.

Insights

TL;DR: Clearance received; BBVA keeps offer alive鈥攑ositive for deal momentum.

The Council of Ministers鈥� approval eliminates the last major Spanish antitrust barrier, bringing the deal into its execution phase. Although the authorization carries an additional condition, BBVA鈥檚 decision not to exercise its withdrawal right demonstrates strategic resolve and suggests the condition is manageable. Regulatory certainty typically narrows deal-completion risk premiums, potentially supporting BBVA鈥檚 share price in the near term. Investors should monitor subsequent CNMV disclosures for condition details and timetable updates.

TL;DR: Conditional approval tempers positives; risk profile unchanged until terms known.

While Spanish merger control is formally closed, the lack of specifics on the extra condition injects residual uncertainty. Possible remedies鈥攁sset disposals, branch closures, or behavioural commitments鈥攃ould dilute expected synergies. Until BBVA discloses these obligations, the transaction鈥檚 financial impact remains indeterminate. Thus, the news is modestly positive but not yet transformational for credit or equity risk.

06/30/2025 - 04:34 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Seshadri Raj

(Last)

(First)

(Middle)

2000 PURCHASE STREET

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mastercard Inc [ MA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Commercial Pmts Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/27/2025		S		1,100⁽¹⁾	D	$546.77	12,921.33	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The transaction was effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The pre-planned trading plan was adopted by the reporting person for personal financial management purposes on March 14, 2025.

Remarks:

Exhibit 24: Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Raj Seshadri, pursuant to a power of attorney dated June 24, 2025	06/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source:

FAQ

What did BBVA announce in the June 30 2025 6-K filing?

BBVA reported that Spain鈥檚 Council of Ministers approved its tender offer for Banco de Sabadell, subject to an additional condition, and that BBVA will proceed with the offer.

Does the Council of Ministers鈥� approval finalize the BBVA-Sabadell merger?

It concludes Spanish merger-control review, but the authorization carries a condition that BBVA must satisfy before closing.

Can BBVA withdraw its tender offer after the conditional approval?

Yes, Article 26.1(c) of Royal Decree 1066/2007 allows withdrawal, but BBVA has chosen not to exercise this right.

Were any financial results or synergy estimates disclosed in the filing?

No. The 6-K focuses solely on regulatory developments and contains no financial metrics.

Where can investors read the full Council of Ministers鈥� resolution?

The resolution is available (in Spanish) at the link included in BBVA鈥檚 filing: https://portal.mineco.gob.es/RecursosArticulo/mineco/economia/gum/articulos/240625%20ACM%20Concentraci贸n%20BBVA%20SABADELL.pdf

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[Form 4] Mastercard Incorporated Insider Trading Activity

Insights

FAQ

What did BBVA announce in the June 30 2025 6-K filing?

Does the Council of Ministers鈥� approval finalize the BBVA-Sabadell merger?

Can BBVA withdraw its tender offer after the conditional approval?

Were any financial results or synergy estimates disclosed in the filing?

Where can investors read the full Council of Ministers鈥� resolution?

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MA Latest News

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Trending News

[Form 4] Mastercard Incorporated Insider Trading Activity

Insights

M&A Specialist positive

Risk Analyst neutral

FAQ

What did BBVA announce in the June 30 2025 6-K filing?

Does the Council of Ministers鈥� approval finalize the BBVA-Sabadell merger?

Can BBVA withdraw its tender offer after the conditional approval?

Were any financial results or synergy estimates disclosed in the filing?

Where can investors read the full Council of Ministers鈥� resolution?

NYSE:MA

MA Rankings

MA Latest News

MA Latest SEC Filings

MA Stock Data