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Banco Santander (NYSE: SAN) retires 18% of shares to lift earnings per share

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Banco Santander, S.A. (SAN) has completed its share buy-back programme of up to EUR 5,030 million, repurchasing 462,683,139 shares, which is about 3.08% of its share capital. This programme is now terminated.

The bank plans a Capital Reduction by cancelling these shares, cutting share capital by EUR 231,341,569.50 (nominal value EUR 0.5 per share). After this, share capital will be EUR 7,278,241,400.50, represented by 14,556,482,801 shares. The bank states the aim is to remunerate shareholders by increasing profit per share through a lower share count, without returning cash since the cancelled shares are treasury stock.

Since 2021, across buy-back programmes, Santander has repurchased 3,114,004,939 shares, an accumulated share capital reduction of EUR 1,557,002,469.50, representing roughly 18% of its outstanding shares at the start of that period.

Positive

  • 18% cumulative share count reduction since 2021 via buy-backs and cancellations, with the bank stating the Capital Reduction is intended to increase profit per share and act as shareholder remuneration.

Negative

  • None.

Filing Explained

The buy-back is finished, but the share cancellation and capital reduction still await formal implementation.

The buy-back programme is terminated, but the approved Capital Reduction is not yet complete; if implemented, it will cancel the treasury shares acquired under the programme and reduce the number of shares outstanding.

Implementation remains procedural: the company says notices will be published, followed by execution and Commercial Registry registration of the public deed, with requests to delist the cancelled shares and cancel their book-entry records.

The filing states that creditors will not receive the statutory right to object and that consent from the syndicates of outstanding debenture and bond issues is not required for the reduction.

Maximum Buy-back Programme Investment EUR 5,030 million Maximum investment reached under the own-share Buy-back Programme
Shares Repurchased in Programme 462,683,139 shares Total own shares acquired, about 3.08% of share capital
Capital Reduction from Current Programme EUR 231,341,569.50 Reduction via cancellation of 462,683,139 shares at EUR 0.5 nominal value
Post-Reduction Share Capital EUR 7,278,241,400.50 Share capital after cancelling shares from the Buy-back Programme
Post-Reduction Shares Outstanding 14,556,482,801 shares Number of shares representing the reduced share capital
Accumulated Capital Reduction Since 2021 EUR 1,557,002,469.50 Total share capital reduction from buy-back programmes executed since 2021
Shares Repurchased Since 2021 3,114,004,939 shares Shares repurchased since 2021, about 18% of outstanding shares at that start
Shares Bought 13–21 August 2026 30,025,386 shares Total shares purchased over the bank’s shares from 13 to 21 August 2026
Buy-back Programme financial
"relating to the buyback programme of own shares approved by the board"
A buy-back programme is when a company uses cash to repurchase its own shares from the market, reducing the number of shares available to investors. Like a store buying back its own gift cards to concentrate value, buy-backs can raise earnings per share and signal management’s confidence but also use cash that might have funded growth or dividends—details investors watch to judge impact on value and risk.
Capital Reduction financial
"The implementation of the Capital Reduction, which was approved at the Bank’s"
A capital reduction is a legal move where a company shrinks the amount of money recorded as its official share capital, either by cancelling shares, lowering the value of each share, or returning cash to shareholders. Investors care because it changes the company’s balance sheet and can alter how much each remaining share represents—like pruning a tree to concentrate fruit or giving back some of the harvest—potentially affecting ownership percentages, per‑share metrics and the stock’s market value.
share premium reserve financial
"a reserve for amortised capital be created with a charge to the share premium reserve"
nominal value financial
"cancellation of the aforementioned 462,683,139 own shares, each with a nominal value"
Nominal value is the stated or face amount assigned to a financial instrument — for shares it’s the par value printed on the stock certificate, and for money or returns it can mean the number not adjusted for inflation. Think of it like a price tag on an item versus its buying power: the tag tells you the label, but not how much you can actually buy. Investors care because nominal values affect accounting, legal capital, dividend calculations and comparisons over time when inflation may distort real worth.
Market Abuse regulatory
"pursuant to article 5 of Regulation (EU) no. 596/2014 on Market Abuse"
Market abuse is illegal or unethical behavior that distorts the price or fairness of buying and selling financial assets, such as using secret information to trade, spreading false or misleading news, or creating fake buying and selling to give a false impression of demand. It matters to investors because it can cause unfair losses, unreliable prices and legal or reputational fallout; like cheating in a game or tampering with a scale, it destroys confidence that markets reflect true value.

FAQ

What did Banco Santander (SAN) announce regarding its latest share buy-back?
Banco Santander completed a buy-back programme of up to EUR 5,030 million, acquiring 462,683,139 shares, about 3.08% of its share capital. The programme has now been terminated in line with the original terms.

How will the Capital Reduction affect Banco Santander’s (SAN) share capital?
The Capital Reduction will cancel 462,683,139 shares with nominal value EUR 0.5 each, reducing share capital by EUR 231,341,569.50. Afterward, Santander’s share capital will be EUR 7,278,241,400.50, represented by 14,556,482,801 shares.

What is the stated purpose of Banco Santander’s Capital Reduction?
The bank states that the Capital Reduction aims at cancelling treasury shares bought under the buy-back programme, thereby remunerating shareholders by increasing profit per share due to the lower number of shares in circulation.

How much has Banco Santander (SAN) reduced its share capital since 2021?
Once all buy-back programmes since 2021 are reflected, accumulated share capital reduction totals EUR 1,557,002,469.50, with 3,114,004,939 shares repurchased, representing roughly 18% of the bank’s outstanding shares at the start of that period.

Were creditor or bondholder consents required for Banco Santander’s Capital Reduction?
The bank states that, under Article 335 c) of the Spanish Companies Law, creditors are not granted an objection right, and as a credit institution meeting Additional Provision One of Law 10/2014, bondholder syndicate consent is not required.

What recent trading activity did Banco Santander report under the buy-back programme?
Between 13 and 21 August 2026, Santander purchased 30,025,386 shares on venues including XMAD and CEUX, at weighted average prices such as EUR 13.0351 and EUR 12.8988, as part of the final phase of the buy-back.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 August, 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 August 21, 2026

 

 

 

Item 1

 

 

 

Banco Santander, S.A. (the “Bank” or “Banco Santander”), in compliance with the securities market legislation, hereby communicates the following:

 

OTHER RELEVANT INFORMATION

 

Banco Santander share capital reduces by 3.08% following completion of buy-back programme.

 

Reference is made to our notice of inside information of 4 February 2026 (official registry number 3077) (the “Buy-back Commencement Communication”), relating to the buyback programme of own shares approved by the board of directors of Banco Santander (the “Buy-back Programme” or the “Programme”). The Bank informs that, after the last acquisitions mentioned below, the maximum investment provided for in the Buy-back Programme (i.e. EUR 5,030 million) has been reached, having acquired a total of 462,683,139 own shares, representing approximately 3.08% of the Bank’s share capital. The acquisition of shares under the Buy-back Programme has been communicated on a regular basis, pursuant to the provisions of Articles 2.2 and 2.3 of the Commission Delegated Regulation (EU) No. 2016/1052. As a consequence of the above, the Buy-back Programme has been terminated in accordance with the terms set out when it was announced.

 

As disclosed in the Buy-back Commencement Communication, the purpose of the Programme was to reduce the Bank’s share capital by redeeming the shares acquired thereunder, which was authorised by the European Central Bank on 2 February 2026 (the “Capital Reduction”). The implementation of the Capital Reduction, which was approved at the Bank’s ordinary general shareholders’ meeting held on 27 March 2026 on second call under item 2 B of the agenda, is expected to take place soon.

 

As a result of the Capital Reduction, Banco Santander’s share capital will be reduced by EUR 231,341,569.50 through the cancellation of the aforementioned 462,683,139 own shares, each with a nominal value of EUR 0.5. Consequently, the Bank’s share capital will be set at EUR 7,278,241,400.50, represented by 14,556,482,801 shares, all of them of the same class and series.

 

The purpose of the Capital Reduction is the cancellation of the own shares acquired under the Buy-back Programme, contributing to the remuneration of the Bank’s shareholders by increasing the profit per share, which is inherent to the decrease in the number of shares. The Capital Reduction will not entail the return of contributions to shareholders since the Bank is the owner of the shares to be cancelled.

 

It is expected that a reserve for amortised capital be created with a charge to the share premium reserve for an amount equal to the nominal value of the cancelled shares (i.e. EUR 231,341,569.50), which may only be used under the same conditions as those required for the reduction of the share capital, pursuant to the provisions of Article 335 c) of the Spanish Companies Law. Consequently, in accordance with the provisions of such Article, the Bank’s creditors will not be afforded the right of objection referred to in Article 334 of the same Law.

 

For purposes of the provisions of Article 411 of the Spanish Companies Law and in accordance with Additional Provision One of Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, it is hereby stated for the record that, as the Bank is a credit institution and the other requirements set forth in the aforementioned Additional Provision are met, the consent of the bondholder syndicates for the outstanding debenture and bond issues is not required for the implementation of the reduction.

 

The announcements of the Capital Reduction will be published in the Official Gazette of the Spanish Commercial Registry and on the Bank’s corporate website (www.santander.com) soon.

 

Thereafter, the public deed regarding the corporate resolutions on the Capital Reduction and amendment of the Bank’s By-laws will be granted and subsequently registered with the Commercial Registry of Santander. In addition, the delisting of the 462,683,139 cancelled shares from the Spanish and foreign stock exchanges or stock markets on which the Bank’s shares are listed, and the cancellation of the book-entry records of the cancelled shares before the competent bodies will both be requested.

 

1 

 

Accumulated share capital reduction resulting from the buyback programmes

 

After the completion of the Buy-back Programme, which will entail a share capital reduction of the Bank’s share capital by approximately 3.08%, once the buyback programmes executed since 2021 have been completed, the accumulated share capital reduction amounts to EUR 1,557,002,469.50, the Bank having repurchased 3,114,004,939 shares since that date, representing approximately 18% of its outstanding shares as of the start of such period.

 

Last transactions executed under the Programme

 

Moreover, pursuant to article 5 of Regulation (EU) no. 596/2014 on Market Abuse of 16 April 2014, and articles 2.2 and 2.3 of Commission Delegated Regulation (EU) 2016/1052, of 8 March 2016, the Bank informs, that it has carried out the following transactions over its own shares between 13 and 21 August 2026 (both inclusive):

 

Date Security Transaction Trading venue Number of shares Weighted average price (€)
13/08/2026 SAN Purchase XMAD 3,000,000 13.0351
13/08/2026 SAN Purchase CEUX 1,000,000 13.0338
14/08/2026 SAN Purchase XMAD 2,829,675 12.8988
14/08/2026 SAN Purchase CEUX 1,000,000 12.8989
17/08/2026 SAN Purchase XMAD 3,500,000 12.8041
17/08/2026 SAN Purchase CEUX 1,000,000 12.8022
18/08/2026 SAN Purchase XMAD 3,500,000 12.5992
18/08/2026 SAN Purchase CEUX 1,000,000 12.5984
19/08/2026 SAN Purchase XMAD 3,000,000 12.2966
19/08/2026 SAN Purchase CEUX 1,000,000 12.2970
20/08/2026 SAN Purchase XMAD 2,500,000 12.2633
21/08/2026 SAN Purchase XMAD 3,780,000 12.5107
21/08/2026 SAN Purchase CEUX 2,165,711 12.5247
21/08/2026 SAN Purchase TQEX 250,000 12.5238
21/08/2026 SAN Purchase AQEU 500,000 12.5213
      TOTAL 30,025,386  

 

Issuer name: Banco Santander, S.A. - LEI 5493006QMFDDMYWIAM13

 

Reference of the financial instrument: ordinary shares - Code ISIN ES0113900J37

 

Detailed information of the transactions carried out within the referred period is attached as Annex I.

 

Boadilla del Monte (Madrid), 21 August 2026

 

2 

 

ANNEX I

 

Detailed information on each of the transactions carried out within the context of the Buy-back Programme between 13/08/2026 and 21/08 /2026 (both inclusive).

 

(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-13-a-21-agosto-2026-es.pdf)

 

3 

 

IMPORTANT INFORMATION

 

Not a securities offer

This document and the information it contains does not constitute an offer to sell nor the solicitation of an offer to buy any securities.

 

Past performance does not indicate future outcomes

Statements about historical performance or growth rates must not be construed as suggesting that future performance, share price or results (including earnings per share) will necessarily be the same or higher than in a previous period. Nothing in this document should be taken as a profit and loss forecast.

 

4 

 

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: August 21, 2026 By:    /s/ Pedro de Mingo Kaminouchi
      Name: Pedro de Mingo Kaminouchi
      Title: Head of Corporate Compliance

 

 

Source: View Original Filing on SEC EDGAR