Santander raises share capital to €7.5B for Webster deal

Rhea-AI Filing Summary

Banco Santander, S.A. (SAN) reports that the deed executing its previously approved share capital increase in connection with the acquisition of Webster Financial Corporation, carried out through non-cash contributions, has been registered with the Commercial Registry of Santander.

After this capital increase, Banco Santander’s share capital amounts to 7,509,582,970 euros, represented by 15,019,165,940 ordinary shares with a nominal value of 0.50 euros each. Each share carries one voting right, for a total of 15,019,165,940 voting rights. All shares are of the same class and series and provide identical rights to holders.

Key Figures

Share capital after Capital Increase: 7,509,582,970 euros Ordinary shares outstanding: 15,019,165,940 shares Nominal value per share: 0.50 euros per share +2 more

5 metrics

Share capital after Capital Increase 7,509,582,970 euros Resulting share capital after registration of the Capital Increase

Ordinary shares outstanding 15,019,165,940 shares Total ordinary shares representing the share capital after the Capital Increase

Nominal value per share 0.50 euros per share Nominal value of each ordinary share after the Capital Increase

Total voting rights 15,019,165,940 voting rights One voting right per ordinary share after the Capital Increase

Commercial Registry registration date 1 September 2026 Date the deed of execution of the Capital Increase was registered

Key Terms

Capital Increase, non-cash contributions, inside information notice, Commercial Registry of Santander, +1 more

5 terms

Capital Increase financial

"concerning the acquisition of Webster Financial Corporation and the share capital increase"

A capital increase is when a company raises new equity funding by issuing additional shares or otherwise expanding its ownership base. Investors watch these moves because they supply cash for growth, acquisitions or debt reduction, but they can also reduce each existing share’s ownership and claim on profits—like adding more slices to a pizza: the pie may grow, but each slice can become smaller unless overall value increases proportionally.

non-cash contributions financial

"the share capital increase through non-cash contributions approved at the Bank’s"

inside information notice regulatory

"Further to the inside information notice dated 3 February 2026"

Commercial Registry of Santander regulatory

"has been registered with the Commercial Registry of Santander today"

ordinary shares financial

"corresponding to 15,019,165,940 ordinary shares, of 0.50 euros"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

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

Banco Santander reports that, following a capital increase related to the acquisition of Webster Financial Corporation, its share capital is now 7,509,582,970 euros, represented by 15,019,165,940 ordinary shares of 0.50 euros nominal value each.

How many shares are outstanding for Banco Santander (SAN) after the capital increase?

After the capital increase, Banco Santander has 15,019,165,940 ordinary shares outstanding, each with a nominal value of 0.50 euros and one voting right per share.

How many voting rights does Banco Santander (SAN) have after the capital increase?

Following the capital increase, Banco Santander has 15,019,165,940 voting rights, with each of the 15,019,165,940 ordinary shares granting one voting right.

What corporate transaction is linked to Banco Santander’s (SAN) capital increase?

The capital increase is linked to the acquisition of Webster Financial Corporation and was executed through non-cash contributions, as approved at the ordinary general shareholders’ meeting held on 27 March 2026.

Has the Banco Santander (SAN) capital increase been registered with authorities?

Yes. Banco Santander states that the deed of execution of the Capital Increase has been registered with the Commercial Registry of Santander on 1 September 2026.

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Available on EDGAR 09/01/2026 - 10:42 AM Accepted by SEC EDGAR 09/01/2026 - 10:41 AM Learn about SEC filing dates

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 September, 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 September 1, 2026

Item 1

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

OTHER RELEVANT INFORMATION

Further to the inside information notice dated 3 February 2026 (registry number 3071) and the other relevant information notices dated 23 April 2026, 5 August 2026 and 20 August 2026 (registry numbers 40405, 42338 and 42481, respectively), concerning the acquisition of Webster Financial Corporation and the share capital increase through non-cash contributions approved at the Bank’s ordinary general shareholders’ meeting held on 27 March 2026 and executed on 20 August 2026 (the “Capital Increase”), Banco Santander hereby informs that the deed of execution of the Capital Increase has been registered with the Commercial Registry of Santander today.

The share capital of Banco Santander resulting from the Capital Increase amounts to 7,509,582,970 euros, corresponding to 15,019,165,940 ordinary shares, of 0.50 euros of nominal value each, which grant a total of 15,019,165,940 voting rights (one per share). All shares belong to the same class and series and grant their holders the same rights.

Boadilla del Monte (Madrid), 1 September 2026

NO OFFER OR SOLICITATION

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. No investment activity should be undertaken on the basis of the information contained in this communication. By making this communication available, no advice or recommendation is being given to buy, sell or otherwise deal in any securities or investments whatsoever.

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:	September 1, 2026		By:	/s/ Pedro de Mingo Kaminouchi
				Name:	Pedro de Mingo Kaminouchi
				Title:	Head of Corporate Compliance