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Banco Santander S.A. 424B Filings

SAN NYSE

Every 424B that Banco Santander S.A. (SAN) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow SAN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SAN filings page.

Rhea-AI Summary

Banco Santander, S.A. (SAN) is offering $1,000,000,000 of 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030 and $1,000,000,000 of 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034. Both series pay fixed coupons until one year before maturity, then reset to the one-year U.S. Treasury Rate plus 0.750% (2030 notes) or 1.100% (2034 notes), with semi-annual payments starting February 25, 2027.

The notes are senior non preferred, unsecured obligations subject to Spanish bail-in powers, ranking pari passu with other senior non preferred liabilities and below higher-ranking senior debt. Banco Santander may redeem at par upon certain tax or TLAC/MREL events, upon a clean-up call, or on optional call dates in 2029 and 2033, subject to regulatory approval. Listing on the New York Stock Exchange is planned, and net proceeds of about $1.99 billion are intended for general corporate purposes.

Rhea-AI Summary

Banco Santander, S.A. is issuing two series of U.S. dollar-denominated Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030 and 2034 under its Form F‑3 shelf. Each series pays a fixed coupon from issuance in August 2026 until one year before maturity, then resets to a fixed rate equal to the applicable U.S. Treasury Rate plus a spread for the final year. Interest is payable semi‑annually in arrears in February and August, in minimum denominations of $200,000.

The Notes are senior non preferred, unsecured, and unsubordinated obligations of Banco Santander, ranking pari passu with other Senior Non Preferred Liabilities, junior to Senior Higher Priority Liabilities, and senior to subordinated obligations in Spanish insolvency. They are expressly subject to the Spanish Bail‑in Power, meaning a resolution authority may write down or convert the Notes. Optional redemption at par plus accrued interest is permitted for tax reasons, TLAC/MREL disqualification, clean‑up, or on specified call dates, subject to regulatory approval. The bank intends to list the Notes on the New York Stock Exchange and expects to use the net proceeds for general corporate purposes, targeting eligible counterparties and professional investors rather than EEA/UK retail clients.

Rhea-AI Summary

Banco Santander, S.A. is offering $1,500,000,000 of 7.250% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (the "Notes") in minimum denominations of $200,000. The Notes pay quarterly distributions at 7.250% per annum through June 3, 2036, then reset every five years at the 5-year U.S. Treasury yield plus an Initial Margin of 2.837%. The Notes are perpetual, can be redeemed in specified circumstances (including Tax or Capital Events, Supervisory Permission required), and are mandatorily and irrevocably convertible into ordinary shares upon a Trigger Event if the CET1 ratio falls below 5.125%. Net proceeds are expected to be approximately $1,491,000,000, intended to refinance outstanding AT1 securities with remaining amounts for general corporate purposes.

Rhea-AI Summary

Webster Financial Corporation agreed to be acquired by Banco Santander, S.A. in a two‑step transaction. Under the transaction, Webster will first merge into newly formed Webster Virginia, then Santander will acquire each Webster Virginia share for 2.0548 Santander ADSs plus $48.75 cash per Webster share. The exchange consideration was valued at $75.63 per Webster share based on Santander ordinary-share pricing on February 2, 2026. The Webster board unanimously approved the transaction and recommends that stockholders vote "FOR" the proposals at the virtual special meeting on May 26, 2026.

Rhea-AI Summary

Banco Santander, S.A. is offering four series of senior non preferred notes totaling $3,650,000,000: $400,000,000 floating-rate notes due April 15, 2029 (SOFR-linked + 0.99% margin), and three fixed-rate series due April 15, 2029, April 15, 2031 and April 15, 2036 bearing 4.600%, 4.867% and 5.437%, respectively.

The notes are senior non preferred obligations under Spanish law, rank pari passu with similar senior non preferred liabilities, are junior to Senior Higher Priority Liabilities and senior to subordinated obligations, and include investor acknowledgements regarding the exercise of Spanish resolution/bail-in powers. Net proceeds, about $3.64B, will be used for general corporate purposes.

Rhea-AI Summary

Banco Santander is offering four series of Senior Non Preferred notes due in 2029, 2031 and 2036, including a floating-rate series tied to Compounded SOFR and three fixed-rate series. Interest timing, business-day conventions and redemption rights (including tax, TLAC/MREL disqualification and clean‑up redemptions) are described. The offering is expected to issue in April 2026 and the notes are intended to be listed on the New York Stock Exchange. By acquiring the notes, holders acknowledge and agree to the exercise of the statutory Bail-in Power and related implementation mechanics described in the prospectus supplement.

Rhea-AI Summary

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.

Rhea-AI Summary

Banco Santander, S.A. filed a preliminary prospectus supplement for a multi-tranche senior non preferred note offering under its shelf. The bank plans to issue three USD-denominated series: a 2030 floating-rate tranche tied to Compounded SOFR, a 2030 fixed-rate tranche, and a 2035 fixed-rate tranche.

The notes rank as senior non preferred, pari passu with similar liabilities, junior to senior higher priority liabilities, and senior to subordinated obligations. They are subject to statutory bail-in; holders agree to the exercise of resolution powers. The floating notes pay interest quarterly based on daily compounded SOFR plus a margin, with a 0.000% floor and benchmark-transition mechanics; the fixed notes pay semi-annually. Redemption is permitted only upon specified tax or regulatory events or after ≥75% of a series has been redeemed or purchased and cancelled; there are no put rights. Minimum denomination is $200,000. The issuer intends to list the notes on the NYSE and settle through DTC. Net proceeds are earmarked for general corporate purposes.