Banco Santander (SAN) confirms 1.32% capital cut via share cancellation

Rhea-AI Filing Summary

Banco Santander has completed and registered a new capital reduction linked to its share buyback programmes. On 30 December 2025, the bank reduced its share capital by EUR 98,002,935 through the cancellation of 196,005,870 treasury shares, representing about 1.32% of its share capital. Following this reduction, total share capital stands at EUR 7,344,659,751, divided into 14,689,319,502 shares with a nominal value of EUR 0.50 each, all in a single class with equal rights.

The bank notes that, after completing nine buyback programmes carried out since 2021, the accumulated capital reduction reaches EUR 1,325,660,900, with 2,651,321,800 shares repurchased and cancelled over that period. This cumulative figure corresponds to approximately 15.3% of Banco Santander’s outstanding shares as of 2021, indicating a substantial multi‑year return of capital to shareholders through buybacks and subsequent cancellations.

Insights

Equity capital markets analyst

Santander confirms sizeable multi‑year capital return via share cancellations.

Banco Santander reports the registration of a EUR 98,002,935 capital reduction through cancellation of 196,005,870 treasury shares, about 1.32% of its share capital. This step formalizes a portion of its ongoing buyback strategy by permanently reducing the number of shares outstanding while keeping the nominal value at EUR 0.50 per share.

The bank also aggregates nine buyback programmes since 2021, totaling a capital reduction of EUR 1,325,660,900 and cancellation of 2,651,321,800 shares, around 15.3% of the shares that were outstanding as of that date. A smaller share count generally means each remaining share represents a larger claim on earnings and dividends, assuming other factors are unchanged.

For investors, the key takeaway is that the buybacks have been accompanied by actual share cancellations recorded in the Commercial Registry of Santander. Future filings and results will show how this reduced share base interacts with earnings performance and regulatory capital requirements over time.

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 December, 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 Other Relevant Information dated December 30, 2025

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

Further to the notice of other relevant information registered with the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) on 23 December 2025 (registry number 38297), it is communicated that on 30 December 2025 the public deed of capital reduction (and consequent Bylaw amendment) for the amount of EUR 98,002,935, through the cancellation of 196,005,870 own shares, representing approximately 1.32% of the Bank’s share capital, was registered with the Commercial Registry of Santander.

Consequently, the Bank’s share capital has been set at EUR 7,344,659,751, represented by 14,689,319,502 shares with a nominal value of EUR 0.50 each. All of the shares belong to the same class and have the same rights.

It is stated for the record that, once the nine buyback programmes carried out against results since 2021 have been completed, the accumulated share capital reduction amounts to EUR 1,325,660,900, with the Bank having repurchased 2,651,321,800 shares since 2021, approximately 15.3% of its outstanding shares as of that date.

Boadilla del Monte (Madrid), 30 December 2025

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

FAQ

What capital change did Banco Santander (SAN) report in this 6-K?

Banco Santander reported a capital reduction of EUR 98,002,935 by cancelling 196,005,870 own shares, which represented approximately 1.32% of its share capital.

What is Banco Santanders new share capital and share count after the reduction?

After the reduction, Banco Santanders share capital is EUR 7,344,659,751, represented by 14,689,319,502 shares with a nominal value of EUR 0.50 each, all belonging to the same class with the same rights.

How much stock has Banco Santander (SAN) bought back and cancelled since 2021?

Since 2021, after nine buyback programmes, Banco Santander has repurchased and cancelled 2,651,321,800 shares, leading to an accumulated share capital reduction of EUR 1,325,660,900.

What portion of Banco Santanders outstanding shares does the multi-year buyback represent?

The bank states that the 2,651,321,800 shares repurchased since 2021 correspond to approximately 15.3% of its outstanding shares as of that date.

When was the latest capital reduction of Banco Santander registered?

The latest capital reduction deed and related Bylaw amendment were registered with the Commercial Registry of Santander on 30 December 2025.

Do all Banco Santander shares have the same rights after this capital reduction?

Yes. The company states that all 14,689,319,502 shares belong to the same class and have the same rights following the capital reduction.