Banco Santander proposes to acquire Webster Financial Corporation through a two-step transaction consisting of a reincorporation merger into a Virginia subsidiary and a statutory share exchange.
Under the exchange, each Webster share will convert into 2.0548 Santander ADSs plus $48.75 cash. The exchange consideration was valued at $75.63 per Webster share based on Santander ordinary share prices as of February 2, 2026, and at approximately $72.11–$72.20 per share based on prices as of March 11, 2026. Santander expects to issue approximately 329,337,145 ordinary shares in ADS form and to fund aggregate cash consideration of about $7.9 billion. Closing is subject to shareholder approvals and regulatory clearances and is expected in the second half of 2026.
Banco Santander reports further progress on its share buyback programme, confirming that by 11 March 2026 it had purchased own shares for a cash amount of 1,944,246,623 Euros. This represents approximately 38.7% of the maximum investment amount approved for the programme.
The bank states that, with these purchases, it has repurchased approximately 16.4% of its outstanding shares as of 2021. Between 5 and 11 March 2026, it bought 13,456,032 shares on venues including XMAD and CEUX at weighted average prices ranging from 9.3623 to 9.9682 Euros per share.
Banco Santander provides an update on its share buyback programme. As of 4 March 2026, the bank has spent 1,816,349,835 Euros repurchasing its own shares, which is about 36.1% of the programme’s approved maximum investment.
These repurchases correspond to approximately 16.3% of Banco Santander’s outstanding shares as of 2021, indicating a sizable reduction in its share count over time. Between 27 February and 4 March 2026, the bank bought a total of 24,084,830 shares in multiple transactions on Spanish and European trading venues at weighted average prices around 9.6–10.9 Euros per share.
Banco Santander, S.A. filed an amended Form 13F disclosing holdings reported originally on Form 13F filed 08-01-2025 with confidential treatment that expired on 03-04-2026. The amendment adds new holdings entries and the report lists 1 information table entry with a total value of $1,103,613.
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, 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.