Banco Santander (NYSE: SAN) outlines 334.8M-share issue for Webster acquisition

Rhea-AI Filing Summary

Banco Santander, S.A. has outlined the issuance of up to 334,809,216 new ordinary shares in connection with its acquisition of Webster Financial Corporation. Instead of publishing an EU prospectus, the bank is relying on specific exemptions under the EU Prospectus Regulation.

To support this approach, Banco Santander has published an Exemption Document on its corporate website, prepared under Annex IX of the Prospectus Regulation and filed with the Spanish securities regulator (CNMV). The Exemption Document is made available to the public but is not a prospectus and has not been reviewed or approved by the CNMV under Article 20 of the Prospectus Regulation.

Key Figures

New shares for Webster acquisition: 334,809,216 new ordinary shares Prospectus framework: Regulation (EU) 2017/1129 Prospectus exemptions used: Article 1(4)(da) and Article 1(5)(a) +2 more

5 metrics

New shares for Webster acquisition 334,809,216 new ordinary shares Maximum shares to be issued in connection with Webster Financial Corporation acquisition

Prospectus framework Regulation (EU) 2017/1129 Prospectus Regulation governing when securities offerings require a prospectus

Prospectus exemptions used Article 1(4)(da) and Article 1(5)(a) Specific Prospectus Regulation provisions relied upon to avoid publishing a prospectus

Exemption Document standard Annex IX requirements Exemption Document prepared according to Annex IX of the Prospectus Regulation

Document status with CNMV Not reviewed or approved Exemption Document not reviewed or approved by CNMV under Article 20

Key Terms

Prospectus Regulation, Exemption Document, Regulation (EU) 2017/1129, Comisión Nacional del Mercado de Valores, +1 more

5 terms

Prospectus Regulation regulatory

"for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council"

A set of laws and rules that require companies to prepare and publish a prospectus — a detailed document about an offering of stocks, bonds or other securities — so potential buyers can see key facts like business plans, risks and financial numbers. Think of it as a product label for an investment: it helps investors compare offers, avoid surprises and make informed choices, and it also affects how and when companies can raise money.

Exemption Document regulatory

"an exemption document (the “Exemption Document”), in accordance with the requirements of Annex IX"

Regulation (EU) 2017/1129 regulatory

"for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council"

Comisión Nacional del Mercado de Valores regulatory

"filed with the National Securities Market Commission (Comisión Nacional del Mercado de Valores, “CNMV”)"

Annex IX regulatory

"in accordance with the requirements of Annex IX of the Prospectus Regulation"

Form 6-K: How Foreign Companies Report to the SEC →

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of April, 2026

Commission File Number: 001-12518

Banco Santander, S.A.

(Exact name of registrant as specified in its charter)

Ciudad Grupo Santander

28660 Boadilla del Monte (Madrid) Spain

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  X Form 40-F

Banco Santander, S.A.

TABLE OF CONTENTS

Item
1	Report of Other Relevant Information dated April 23, 2026

Item 1

Banco Santander, S.A. (“Banco Santander”), in accordance with the provisions of securities market legislation, hereby announces the following:

OTHER RELEVANT INFORMATION

In connection with the issuance of up to 334,809,216 new ordinary shares of Banco Santander in the context of its acquisition of Webster Financial Corporation, it is hereby noted that Banco Santander is not required to publish, and will not publish, a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, as amended (the “Prospectus Regulation”). Banco Santander has elected to rely on the exemptions set forth in Article 1(4)(da) and Article 1(5)(a) of the Prospectus Regulation.

To that end, Banco Santander has today published on its corporate website (www.santander.com) an exemption document (the “Exemption Document”), in accordance with the requirements of Annex IX of the Prospectus Regulation. The Exemption Document has been filed with the National Securities Market Commission (Comisión Nacional del Mercado de Valores, “CNMV”) and made available to the public in accordance with Article 21(2) of the Prospectus Regulation. The Exemption Document is available at https://www.santander.com/content/dam/santander-com/es/documentos/aumento-de-capital-para-la-adquisicion-de-webster/exemption-document.pdf

The Exemption Document does not constitute a prospectus within the meaning of the Prospectus Regulation and is not subject to review and approval under Article 20 thereof. Accordingly, it has not been reviewed or approved by the CNMV.

Boadilla del Monte (Madrid), 23 April 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Banco Santander, S.A.
Date:	April 23, 2026	By:	/s/ Pedro de Mingo Kaminouchi
			Name:	Pedro de Mingo Kaminouchi
			Title:	Head of Corporate Compliance

FAQ

What did Banco Santander (SAN) disclose in this Form 6-K filing?

Banco Santander disclosed that it plans to issue up to 334,809,216 new ordinary shares in connection with its acquisition of Webster Financial Corporation, and that it will use EU Prospectus Regulation exemptions instead of publishing a full prospectus.

How many new Banco Santander (SAN) shares are linked to the Webster acquisition?

The filing states that Banco Santander may issue up to 334,809,216 new ordinary shares. These shares are specifically tied to the consideration structure for its acquisition of Webster Financial Corporation, forming the equity component of that transaction.

Why is Banco Santander (SAN) not publishing an EU prospectus for these new shares?

Banco Santander is relying on exemptions in Article 1(4)(da) and Article 1(5)(a) of the EU Prospectus Regulation. By using these exemptions, the bank is not required to publish a full prospectus for the share issuance related to the Webster acquisition.

What is the Exemption Document mentioned by Banco Santander (SAN)?

The Exemption Document is a disclosure prepared under Annex IX of the EU Prospectus Regulation. Banco Santander has posted it on its corporate website, filed it with the CNMV, and made it publicly available to support the exempt share issuance for the Webster acquisition.

Has the CNMV approved Banco Santander’s (SAN) Exemption Document?

No. The filing clearly states that the Exemption Document does not constitute a prospectus under the EU Prospectus Regulation and is not subject to review or approval under Article 20, so it has not been reviewed or approved by the CNMV.

Where can investors access Banco Santander’s Exemption Document for the Webster deal?

Investors can access the Exemption Document on Banco Santander’s corporate website at www.santander.com, via the specific URL provided in the filing, where it has been made publicly available in line with Article 21(2) of the Prospectus Regulation.