Banco Santander SEC Filings

Banco Santander, S.A. uses this Form 20-F to present its 2025 annual report, combining financial, governance and sustainability disclosures for the Group. The bank reports record results for the fourth consecutive year, with FY 2025 attributable profit of €14.1bn, supported by revenue of €62.4bn and a cost efficiency ratio of 41.2%.

Return on tangible equity reached 16.3% post-AT1 (17.1% pre-AT1), while the fully loaded CET1 capital ratio improved to 13.5%, above the stated 12–13% operating range. The Group added 8 million total customers to reach 180 million, with 106 million active customers, reflecting its digital bank-with-branches model.

The filing highlights a strong sustainability and climate agenda. Since 2019, Santander has raised or facilitated €174bn in green finance and achieved €129.9bn in socially responsible investment assets under management. It has met its targets of 100% renewable electricity in core markets and green finance and SRI milestones ahead of schedule, while outlining a climate transition plan and double materiality framework aligned with CSRD and ESRS.

Banco Santander, S.A. reports progress on its share buyback programme. Between 19 and 26 February 2026, the bank repurchased 39,366,374 ordinary shares across several European trading venues at weighted average prices around €10.6–€11.1 per share.

The cash amount invested in shares purchased up to 26 February 2026 totals €1,572,905,221, described as approximately 31.3% of the programme’s maximum investment amount. The bank states that, with these purchases, it has bought back approximately 16.1% of its outstanding shares as of 2021 under this programme.

Banco Santander presents its 2025 Pillar 3 disclosures showing another record year, with attributable profit of €14.1 bn, up 12%, and revenue of €62.4 bn. Return on tangible equity reached 16.3%, while the efficiency ratio improved to 41.2%.

The Common Equity Tier 1 ratio rose to an all-time high of 13.46% (CET1 capital €84.7 bn) on risk‑weighted assets of €629.4 bn. Liquidity remained strong, with a leverage ratio of 4.9%, liquidity coverage ratio of 147% and net stable funding ratio of 126%.

After year-end, Santander completed the sale of 49% of Santander Bank Polska and 50% of its Polish asset manager for about €7,000 m, generating an expected capital gain of roughly €1,900 m in 2026. It also agreed to acquire Webster Financial Corporation for approximately $12,200 m in cash and shares, with closing targeted for the second half of 2026, subject to shareholder and regulatory approvals.

Banco Santander held an Investor Day presenting a 2026–2028 strategic plan with quantified targets. Management projects group profit above €20 billion and a return on tangible equity above 20% by 2028. The plan targets >210 million customers and ~125 million active customers by 2028, fee growth, cost efficiencies of €4–5 billion, and hard-currency loan exposure rising to ~80%.

Capital policy preserves a 50% ordinary payout with cash dividend rising to 35% from 2027, a CET1 ratio around 13%, and excess capital distribution above 13%. Management highlights Gravity/Gravity 2.0 platforms, AI investments (~€20 billion programme), and bolt-on acquisitions (TSB, Webster) as key drivers.

Banco Santander, S.A. submitted a Rule 425 disclosure concerning Webster Financial Corporation and described Grupo Santander's 2025 performance and strategic roadmap. The 2025 results: attributable profit €14.1 billion (+16% vs. 2024, constant euros), total income €62.4 billion, and 180 million customers.

The group reported RoTE (post-AT1) 16.3%, CET1 ratio 13.5%, an efficiency ratio of 41.2%, cost of risk 1.15%, NPL ratio 2.91% and loan-loss reserves of €22.9 billion. Management outlined completed and announced portfolio moves (sale of Santander Bank Polska; bolt-on acquisitions: TSB in the UK and Webster in the US, pending customary approvals) and set 2026–2028 targets: profit above €20 billion, RoTE > 20%, customers > 210 million, and CET1 around c.13% by 2028.

Banco Santander convenes an ordinary general shareholders' meeting to be held exclusively by remote means on 27 March 2026 (expected on second call). The agenda seeks approval of the 2025 annual accounts, the consolidated non‑financial statement and corporate management.

Key capital and remuneration items include the proposed allocation of 2025 results of €11,113,251,675 with a total dividend allocation of €3,519,738,223.53 (interim paid €1,698,679,417.78; estimated final dividend €1,821,058,805.75 payable from 5 May 2026), two authorizations to reduce share capital up to €663,227,913 and €734,465,975 via cancellation of treasury shares, and a buyback programme of up to €5,030 million.

The meeting also proposes governance and market authorizations: reappointment of PwC as auditor, approval of a directors' remuneration policy (including 5% increases in certain components for 2026), a maximum variable-to-fixed ratio of 200% for specified staff, board composition at 15 directors, capacity to issue convertible securities up to €10,000 million, and a share capital increase to support the in‑kind acquisition of Webster Financial Corporation via issuance of 334,809,216 new shares (exchange ratio 2.0548 Santander shares per Webster share and a cash element).

Banco Santander, S.A. has called its 2026 ordinary general shareholders’ meeting to be held exclusively by remote means, expected on second call on 27 March 2026 at 12:30 p.m. CET. Shareholders must hold shares registered in their name by 22 March 2026 to participate.

The agenda covers approval of 2025 financial statements and non‑financial reporting, corporate management, shareholder remuneration and several capital measures. Proposals include two share capital reductions of up to €663,227,913 and €734,465,975 via cancellation of up to 1,326,455,826 and 1,468,931,950 own shares, respectively.

Further items seek authorization to increase share capital up to a nominal €3,672,329,875.50, to issue convertible securities up to €10,000 million, and to execute a capital increase of €167,404,608 by issuing 334,809,216 new shares in exchange for common shares of Webster Financial Corporation. The meeting will also vote on auditor matters, director appointments and re‑elections, and director and employee remuneration policies, all supported by detailed documentation available on the company’s website.

Banco Santander released an Investor Day presentation outlining 2026–2028 strategic targets and financial guidance tied to its proposed acquisition of Webster Financial Corporation. The presentation sets group targets including €20bn profit strength, a CET1 operating range of 12-13%, and a goal of >20% RoTE by 2028. It warns that the Webster transaction is pending customary regulatory and, for Webster, shareholder approvals and lists extensive forward-looking risk factors affecting attainment of synergies, timing and capital outcomes.

The deck emphasizes disciplined capital allocation: an ordinary remuneration policy targeting ~50% of underlying profit for 2026 results (split roughly half cash dividends and half buybacks) and a shift to ~35% cash payout from 2027. It also highlights deposit-led funding, liquidity buffers, TLAC/MREL metrics, NII and fee growth drivers, and execution risks tied to integration of announced bolt-ons including TSB and Webster.