[6-K] Banco Santander S.A. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Banco Santander (SAN) has authorised a €1.7 billion share buyback, equivalent to c.25% of the Group’s H1-25 underlying profit and one-half of its 50% total-payout target. The programme, already cleared by regulators, will start on 31 July 2025 and may run until 3 January 2026 unless the full amount is reached earlier.

Key terms:

• Purpose: shares acquired will be cancelled, lowering share capital as approved at the 2025 AGM.
• Maximum cash outlay: €1.7 bn.
• Share cap: ≤1,373,961,787 shares; at the €7.55 closing price on 28 Jul 25 this implies 225.2 m shares (c.1.51% of current capital).
• Pricing limits: purchase price may not exceed the higher of the last independent trade or highest independent bid.
• Volume limits: ≤25% of the 20-day average daily volume per trading day.
• Venues: Spanish Mercado Continuo, Turquoise Europe, DXE Europe, Aquis Exchange Europe.
• Disclosure: transactions published within seven market sessions.

The board intends to decide on an interim cash dividend against 2025 earnings on 30 September 2025; remaining 2025 shareholder remuneration will depend on future corporate and regulatory approvals.

Positive

• €1.7 billion buyback (≈25 % of H1-25 profit) underscores management’s 50 % payout commitment.
• Capital reduction via share cancellation is inherently EPS-accretive and TNAV supportive.
• Regulatory approval already obtained, reducing execution risk and signalling supervisory confidence.

Negative

• None.

Insights

Equity Analyst

TL;DR: €1.7 bn buyback equals 1.5 % share count cut and signals ongoing 50 % payout; capital strength appears intact.

The announced repurchase represents a sizeable capital deployment, roughly matching recent European bank peer actions and reinforcing Santander’s commitment to a 50 % payout mix. Cancellation of shares is accretive to EPS and TNAV per share, while the programme’s size (1.5 % of outstanding) should provide technical support to the stock during the five-month execution window. Prior regulatory clearance mitigates worries about CET1 impact. Investors will next focus on 30 Sep when the board rules on the interim dividend, which, together with the buyback, should complete the targeted 25 % cash/25 % buyback split. Overall, the disclosure is shareholder-friendly and materially positive.

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 July, 2025

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 Inside Information dated July 30, 2025

 

Item 1

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

inside information

In application of the Bank’s current shareholder remuneration policy, consisting of a total shareholder remuneration target of c. 50% of the Group’s reported profit (excluding noncash and non-capital ratios), split approximately in equal parts in cash dividend payments and share buybacks, the board of directors  approved to implement a share repurchase programme for an amount equivalent to c. 25% of the Group’s underlying profit in the first half of 2025 (i.e. a programme of approximately 1,700 million euros). The appropriate regulatory authorization for the new programme has already been obtained and its execution will therefore commence from tomorrow as detailed below.

First Buyback Programme for 2025 results

The Buyback Programme will be executed pursuant to the resolutions adopted by the general shareholders’ meeting held on 31 March 2023 and will have the following characteristics:

-     Purpose of the Buyback Programme: to reduce the Bank’s share capital through the redemption of the shares acquired under the Programme in the share capital reduction approved by the 2025 Annual Shareholders' Meeting under item 6ºB of the agenda.

-     Maximum investment: the Buyback Programme will have a maximum monetary amount of 1,700 million euros.

-     Maximum number of shares: The maximum number of shares that may be acquired pursuant to the Programme will depend on the average price at which they are acquired, but will not exceed 1,373,961,787 shares. Assuming that the average purchase price at which shares are acquired pursuant to the Programme were 7.55¹ euros, the maximum number of shares that would be acquired would be 225,165,563 (c. 1.51% of the Bank’s share capital).

-     Other conditions: shares will be purchased at market price, subject to the following restrictions:

o    The Bank may not purchase shares at a price higher than the greater of the following two: (a) the price of the last independent trade, or (b) the highest current independent purchase bid on the trading venue where the purchase is carried out.

¹ Closing Price of the Bank’s share on 28 July 2025.

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o    The Bank may not purchase on any trading day more than 25% of the average daily volume of the Bank’s shares on the trading venue on which the purchase is carried out. The average daily volume will be based on the average daily volume traded in the twenty (20) business days preceding the date of each purchase.

-     Indicative duration of the Buyback Programme: from 31 July 2025 to 3 January 2026. However, the Bank reserves the right to terminate the Buyback Programme if, prior to its expiry date, the maximum monetary amount is reached or if any other circumstances so advise.

-     Execution of the Buyback Programme: the Programme will be executed by the team that, in accordance with the Bank’s treasury stock policy, is responsible for the execution of treasury shares transactions. Acquisitions under the Buyback Programme may be made in the Spanish Automated Quotation System (Mercado Continuo), as well as in Turquoise Europe, DXE Europe and Aquis Exchange Europe.

The interruption, termination or modification of the Buyback Programme will be duly communicated to the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores). Transactions under the Buyback Programme will be publicly disclosed within 7 daily market sessions following the date of their execution.

The decision on the payment of the interim cash dividend against 2025 results is expected to be submitted to the approval of the Board on 30 September. The implementation of the remainder of the shareholder remuneration policy for 2025 is subject to the appropriate corporate and regulatory decisions and approvals.

Boadilla del Monte (Madrid), 30 July 2025

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IMPORTANT INFORMATION

Non-IFRS and alternative performance measures

This document contains financial information prepared according to International Financial Reporting Standards (IFRS) and taken from our consolidated financial statements, as well as alternative performance measures (APMs) as defined in the Guidelines on Alternative Performance Measures issued by the European Securities and Markets Authority (ESMA) on 5 October 2015, and other non-IFRS measures. The APMs and non-IFRS measures were calculated with information from Grupo Santander; however, they are neither defined or detailed in the applicable financial reporting framework nor audited or reviewed by our auditors. We use these APMs and non-IFRS measures when planning, monitoring and evaluating our performance. We consider them to be useful metrics for our management and investors to compare operating performance between periods. APMs we use are presented unless otherwise specified on a constant FX basis, which is computed by adjusting comparative period reported data for the effects of foreign currency translation differences, which distort period-on-period comparisons. Nonetheless, the APMs and non-IFRS measures are supplemental information; their purpose is not to substitute IFRS measures. Furthermore, companies in our industry and others may calculate or use APMs and non-IFRS measures differently, thus making them less useful for comparison purposes. For further details on APMs and Non-IFRS Measures, including their definition or a reconciliation between any applicable management indicators and the financial data presented in the consolidated financial statements prepared under IFRS, please see the 2024 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the SEC) on 28 February 2025 (https://www.santander.com/content/dam/santander-com/es/documentos/informacion-sobre-resultados-semestrales-y-anuales-suministrada-a-la-sec/2025/sec-2024-annual
-20-f-2024-disponible-solo-en-ingles-es.pdf), as well as the section “Alternative performance measures” of this Banco Santander, S.A. (Santander) Q2 2025 Financial Report, published on 30 July 2025 (https://www.santander.com/en/shareholders-and-investors/financial-and-economic-information#quarterly-results). Underlying measures, which are included in this document, are non-IFRS measures.

The businesses included in each of our geographic segments and the accounting principles under which their results are presented here may differ from the businesses included and local applicable accounting principles of our public subsidiaries in such geographies. Accordingly, the results of operations and trends shown for our geographic segments may differ materially from those of such subsidiaries.

Forward-looking statements

Santander hereby warns that this document may contain 'forward-looking statements', as defined by the US Private Securities Litigation Reform Act of 1995. Such statements can be understood through words and expressions like 'expect', 'project', 'anticipate', 'should', 'intend', 'probability', 'risk', 'VaR', 'RoRAC', 'RoRWA', 'TNAV', 'target', 'goal', 'objective', 'estimate', 'future', 'ambition', 'aspiration', 'commitment', 'commit', 'focus', 'pledge' and similar expressions. They include (but are not limited to) statements on future business development, shareholder remuneration policy and NFI. However, risks, uncertainties and other important factors may lead to developments and results that differ materially from those anticipated, expected, projected or assumed in forward-looking statements. The important factors below (and others mentioned in this document), as well as other unknown or unpredictable factors, could affect our future

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development and results and could lead to outcomes materially different from what our forward-looking statements anticipate, expect, project or assume:

• general economic or industry conditions (e.g., an economic downturn; higher volatility in the capital markets; inflation; deflation; changes in demographics, consumer spending, investment or saving habits; and the effects of the wars in Ukraine and the Middle East or the outbreak of public health emergencies in the global economy) in areas where we have significant operations or investments;

• exposure to market risks (e.g., risks from interest rates, foreign exchange rates, equity prices and new benchmark indices);

• potential losses from early loan repayment, collateral depreciation or counterparty risk;

• political instability in Spain, the UK, other European countries, Latin America and the US;

• changes in monetary, fiscal and immigration policies and trade tensions, including the imposition of tariffs and retaliatory responses;

• legislative, regulatory or tax changes (including regulatory capital and liquidity requirements) and greater regulation prompted by financial crises;

• acquisitions, integrations, divestitures and challenges arising from deviating management’s resources and attention from other strategic opportunities and operational matters;

• climate-related conditions, regulations, targets and weather events;

• uncertainty over the scope of actions that may be required by us, governments and other to achieve goals relating to climate, environmental and social matters, as well as the evolving nature of underlying science and potential conflicts and inconsistencies among governmental standards and regulations. Important factors affecting sustainability information may materially differ from those applicable to financial information. Sustainability information is based on various materiality thresholds, estimates, assumptions, judgments and underlying data derived internally and from third parties. Sustainability information is thus subject to significant measurement uncertainties, may not be comparable to sustainability information of other companies or over time or across periods and its inclusion is not meant to imply that the information is fit for any particular purpose or that it is material to us under mandatory reporting standards. The sustainability information is for informational purposes only, without any liability being accepted in connection with it except where such liability cannot be limited under overriding provisions of applicable law;

• our own decisions and actions, including those affecting or changing our practices, operations, priorities, strategies, policies or procedures;

• changes affecting our access to liquidity and funding on acceptable terms, especially due to credit spread shifts or credit rating downgrade for the entire group or core subsidiaries;

• our exposure to operational losses; and

• potential losses associated with cyberattacks, data breaches, data losses and other security incidents.

Forward looking statements are based on current expectations and future estimates about Santander’s and third-parties’ operations and businesses and address matters that are uncertain to varying degrees, including, but not limited to developing standards that may change in the future; plans, projections, expectations, targets, objectives, strategies and goals relating to environmental, social, safety and governance performance, including expectations regarding future

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execution of Santander’s and third parties’ energy and climate strategies, and the underlying assumptions and estimated impacts on Santander’s and third-parties’ businesses related thereto; Santander’s and third-parties’ approach, plans and expectations in relation to carbon use and targeted reductions of emissions; changes in operations or investments under existing or future environmental laws and regulations; and changes in government regulations and regulatory requirements, including those related to climate-related initiatives.

Forward-looking statements are aspirational, should be regarded as indicative, preliminary and for illustrative purposes only, speak only as of the date of this document and are informed by the knowledge, information and views available on such date and are subject to change without notice. Banco Santander is not required to update or revise any forward-looking statements, regardless of new information, future events or otherwise, except as required by applicable law.

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.

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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:	July 30, 2025		By:	/s/ Pedro de Mingo Kaminouchi
				Name:	Pedro de Mingo Kaminouchi
				Title:	Head of Corporate Compliance

FAQ

How large is Banco Santander's 2025 buyback programme?

The board approved a €1.7 billion repurchase, equal to roughly 25 % of underlying H1-25 profit.

What percentage of shares could be cancelled under the programme?

At the €7.55 reference price, up to 225.2 million shares (about 1.51 % of current capital) may be bought and cancelled.

When will the share buyback start and end?

Execution begins 31 July 2025 and may continue until 3 January 2026, unless the €1.7 bn cap is reached earlier.

Which trading venues will Banco Santander use for the buyback?

Purchases can occur on the Spanish Mercado Continuo, Turquoise Europe, DXE Europe and Aquis Exchange Europe.

When is the interim 2025 cash dividend decision expected?

The board plans to consider the interim dividend on 30 September 2025.

What is the purpose of the buyback programme?

All acquired shares will be redeemed to reduce share capital, as authorised at the 2025 AGM.