Banco Santander SEC Filings

Banco Santander, S.A. (SAN) is having its Series 26 Subordinated Debt Securities due November 2025 removed from listing and registration on the New York Stock Exchange. The exchange is filing Form 25 to notify regulators that this specific class of securities will no longer trade on the NYSE under Section 12(b) of the Securities Exchange Act of 1934.

The NYSE states that it has followed its own rules and the applicable SEC regulations for striking this debt issue from listing and/or withdrawing its registration, and that the issuer has complied with the exchange’s requirements for voluntary withdrawal. This change applies only to the identified Series 26 subordinated notes and does not describe any broader financial or operating changes for Banco Santander.

Banco Santander, S.A. has decided to redeem early all of its 4.375% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (CoCos) with ISIN XS2102912966. These Additional Tier 1 instruments have an outstanding nominal total value of EUR 1,033,400,000 and are listed on the Global Exchange Market of the Irish Stock Exchange.

The early redemption has been authorised by the European Central Bank and will take place on the first optional call date, the distribution payment date falling on 14 January 2026, which is the sixth anniversary of issuance. Holders will receive the outstanding nominal value of each CoCo plus any accrued and unpaid distribution up to, but excluding, that date, in line with the original terms and conditions.

Banco Santander reported progress on its ongoing share buyback programme. As of 12 November 2025, purchases under the programme total €1,146,169,104, representing approximately 67.4% of the programme’s maximum investment amount.

Between 6 and 12 November 2025, the bank repurchased a total of 9,900,000 shares across venues including XMAD, CEUX, TQEX and AQEU, at disclosed weighted average prices per trade date. With these purchases, the bank states it has repurchased approximately 15% of its outstanding shares as of 2021. The securities are Banco Santander ordinary shares (ISIN ES0113900J37).

Banco Santander, S.A. filed a Form 6-K to incorporate exhibits related to recently issued senior non-preferred notes into its Form F-3 registration statement. The filing covers three U.S. dollar tranches: $300,000,000 Senior Non Preferred Floating Rate Notes due 2030, $1,250,000,000 4.551% Senior Non Preferred Fixed Rate Notes due 2030, and $1,250,000,000 5.127% Senior Non Preferred Fixed Rate Notes due 2035.

The submission includes the underwriting agreement, a third supplemental indenture, and the forms of global notes, along with legal opinions and related consents. The Bank of New York Mellon, London Branch is listed as trustee, calculation agent and principal paying agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch is registrar.

Banco Santander reported progress on its share buyback programme. As of 5 November 2025, the bank has purchased shares for €1,055,750,294, equal to 62.1% of the programme’s maximum investment amount announced on 30 July 2025.

For the period from 30 October to 5 November 2025, Santander repurchased 13,100,000 shares across XMAD, CEUX, TQEX and AQEU at transaction-weighted prices around €8.70–€8.87 per share, as listed in the filing’s table. The bank notes that, with these purchases, it has repurchased approximately 14.9% of its outstanding shares as of 2021.

Banco Santander, S.A. (SAN) reported a Form 144 notice for a proposed sale of up to 100,000 American Depositary Shares (ADS), each representing one ordinary share. The filing lists an aggregate market value of $1,015,000 and an approximate sale date of November 3, 2025. The ADS are expected to be sold on the NYSE, with JP Morgan Securities named in the broker field.

The securities were acquired via stock grants from the issuer: 24,878 ADS on February 23, 2021 and 75,122 ADS on January 28, 2022. This filing is a notice under Rule 144 and relates to potential secondary sales by the holder.

Banco Santander (SAN) launched a primary debt offering totaling $2.8 billion in senior non preferred notes across three tranches: $300 million floating-rate notes due 2030 (Compounded SOFR + 112 bps, quarterly), $1.25 billion 4.551% fixed-rate notes due 2030 (semi-annual), and $1.25 billion 5.127% fixed-rate notes due 2035 (semi-annual). The notes are unsecured senior non preferred obligations that rank pari passu with similar liabilities, junior to senior higher priority liabilities, and senior to subordinated obligations, and are subject to statutory bail-in powers.

The offering priced at 100.000% with underwriting discounts of 0.300% (2030 FRN/2030 fixed) and 0.450% (2035 fixed), yielding gross proceeds of $2.8 billion and proceeds to the issuer of $2,789,725,000 before expenses. Net proceeds are expected to be approximately $2.79 billion after estimated expenses of about $1.5 million, partially offset by a $0.3 million underwriter reimbursement, to be used for general corporate purposes. Santander may redeem any series at 100% upon specified tax or regulatory events or after 75% or more of that series has been redeemed or purchased and cancelled. The company intends to list the notes on the NYSE. Minimum denominations are $200,000 and integral multiples thereof.

Banco Santander (SAN) reported updated ECB capital requirements following SREP. The Pillar 2 requirement remains unchanged at 1.74% at the consolidated level, with at least 0.98% to be covered with CET1; 9 bps of P2R reflect the ECB’s calendar provisioning add-on for non‑performing loans. From 1 January 2026, minimum consolidated requirements rise by 20 bps to CET1 9.85% (from 9.65%) and Total Capital 14.11% (from 13.91%), driven by a 3 bps increase in the systemic risk buffer and 17 bps in the countercyclical buffer.

As of 30 September 2025, Santander reported a consolidated CET1 ratio of 13.09% and Total Capital of 17.43%, indicating a surplus over the new minimums.