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

Rhea-AI Filing Summary

Banco Santander, S.A. has decided to redeem early all of its 4.375% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (CoCos) with ISIN XS2102912966. These Additional Tier 1 instruments have an outstanding nominal total value of EUR 1,033,400,000 and are listed on the Global Exchange Market of the Irish Stock Exchange.

The early redemption has been authorised by the European Central Bank and will take place on the first optional call date, the distribution payment date falling on 14 January 2026, which is the sixth anniversary of issuance. Holders will receive the outstanding nominal value of each CoCo plus any accrued and unpaid distribution up to, but excluding, that date, in line with the original terms and conditions.

Insights

Bank capital structure analyst

Santander calls EUR 1.03B AT1 CoCos at first optional date.

Banco Santander is exercising its optional early redemption on 4.375% perpetual Additional Tier 1 CoCos with a nominal total value of EUR 1,033,400,000. These instruments are non-cumulative and contingent convertible, forming part of its regulatory Tier 1 capital stack, and are being redeemed in full on the first call date in line with the original terms.

The redemption, authorised by the European Central Bank, will occur on 14 January 2026, the sixth anniversary of issuance. Investors will receive the nominal amount of each security plus accrued and unpaid distributions to, but excluding, that date, consistent with the offering circular terms. This represents a capital structure management action rather than an operational change.

From a capital markets perspective, the transaction removes this specific AT1 instrument from the bank’s funding mix after the call date. Any future decisions on replacement capital, pricing, or structure are not described here and would depend on subsequent actions and disclosures by the bank.

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 November, 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 November 17, 2025

Item 1

 

Banco Santander, S.A., in compliance with the Securities Market legislation, hereby communicates the following:

INSIDE INFORMATION

Banco Santander, S.A. (the “Issuer” or “Banco Santander”) announces its decision to carry out the optional early redemption of all outstanding 4.375% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities, with ISIN code XS2102912966, for an outstanding nominal total value of one billion thirty three million four hundred thousand euros (EUR 1,033,400,000), which are traded on the Global Exchange Market of the Irish Stock Exchange (the “CoCos”).

The early redemption of all of the outstanding CoCos, which has been authorised by the European Central Bank, will be carried out on the first optional early redemption window on the sixth anniversary date of the issuance, falling on the distribution payment date falling on 14 January 2026, pursuant to Conditions of the Preferred Securities of the relevant prospectus of the CoCos (Offering Circular dated 10 January 2020) (the “Terms and Conditions”). The decision of the Issuer to exercise the optional early redemption right is irrevocable, and holders of the CoCos are being informed by means of this announcement of inside information and other foreseen notices, in the form, within the required timeframe, and for the purposes set out in Conditions 6 and 11 of the Terms and Conditions.

The early redemption price, which will be equal to the outstanding nominal value (liquidation preference in the terminology of the prospectus) of each CoCo plus any accrued and unpaid distribution associated to each CoCo up to (but excluding) 14 January 2026, will be paid on such date to the holders of the Preferred Securities by the Principal Paying Agent, in accordance with the Terms and Conditions.

Boadilla del Monte (Madrid), 17 November 2025

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.   

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:	November 17, 2025		By:	/s/ Pedro de Mingo Kaminouchi
				Name:	Pedro de Mingo Kaminouchi
				Title:	Head of Corporate Compliance

FAQ

What action is Banco Santander (SAN) taking on its 4.375% AT1 CoCos?

Banco Santander is exercising its optional early redemption of all outstanding 4.375% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities, in full, in accordance with their terms.

What is the total nominal amount of Banco Santandere28099s CoCos being redeemed?

The CoCos being redeemed have an outstanding nominal total value of EUR 1,033,400,000.

When will Banco Santander redeem these 4.375% CoCos?

The early redemption will be carried out on the first optional early redemption window, on the distribution payment date falling on 14 January 2026, the sixth anniversary of issuance.

What will holders of Banco Santandere28099s CoCos receive upon redemption?

Holders will receive the outstanding nominal value (liquidation preference) of each CoCo plus any accrued and unpaid distribution up to, but excluding, 14 January 2026, paid by the Principal Paying Agent.

Has the early redemption of Banco Santandere28099s CoCos been approved by regulators?

Yes. The early redemption of all outstanding CoCos has been authorised by the European Central Bank.

Do the Banco Santander CoCo redemption details constitute a new securities offering?

No. The company explicitly states that this document does not constitute an offer to sell or the solicitation of an offer to buy any securities.