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 October, 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:
Banco Santander,
S.A.
TABLE OF CONTENTS
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| 1 |
Notice of redemption dated October 14, 2026 |
Item
1
October
14, 2026
Banco
Santander, S.A. (the “Issuer”)
Series
10 4.750% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (CUSIP: 05971KAH2; ISIN: US05971KAH23)
(the “Notes”)
Pursuant
to Section 12.04 of the Contingent Convertible Capital Securities Indenture, dated as of May 12, 2021 (the “Base Indenture”),
between the Issuer and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), as supplemented and amended
by the First Supplemental Indenture, dated as of May 12, 2021, among the Issuer, the Trustee, as trustee, paying and conversion agent,
calculation agent and principal paying agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as contingent convertible capital
securities registrar (the “First Supplemental Indenture” and the Base Indenture as supplemented and amended by the First
Supplemental Indenture, the “Indenture”), we hereby notify you, as registered Holder of the Notes, of the Issuer’s
election, pursuant to Section 12.11 of the Indenture and the terms of the Notes, to redeem the above-referenced Notes in their entirety
(the “Redemption”). The details of the Redemption are as follows:
| 1. | This
notice is hereby given on October 14, 2026. |
| 2. | The
Series 10 4.750% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier
1 Securities will be redeemed in its entirety on November 12, 2026 (the “Optional Redemption
Date”). |
| 3. | The
redemption price per Note will be equal to the Liquidation Preference (i.e., $200,000 per
Note) together with accrued but unpaid Distributions for the then current Distribution Period
to (but excluding) the Optional Redemption Date; provided, however, that a Distribution
which is payable on a Distribution Payment Date which is the Optional Redemption Date, shall
be payable to the holders of such Notes registered as such at the close of business on the
relevant Regular Record Date according to the terms of the Indenture and the Notes (the “Redemption
Price”). |
| 4. | Distributions
on the Notes shall cease to accrue on and after the Optional Redemption Date. |
| 5. | The
aggregate Liquidation Preference of the Notes to be redeemed is $298,400,000, representing
all Notes outstanding. |
| 6. | On
the Optional Redemption Date, the Redemption Price will become due and payable upon each
such Note to be redeemed. The Issuer will deliver to the Trustee, on or prior to the Optional
Redemption Date, cash in an aggregate amount equal to the Redemption Price for all Notes
to be redeemed, which is $298,400,000. The Notes will be redeemed subject to the Notes being
presented and surrendered for payment. |
| 7. | Pursuant
to the Indenture, payment of the redemption price for the Notes will be made upon presentation
and surrender of the Notes to The Bank of New York Mellon, London Branch, as principal paying
agent for the Notes. Notes should be surrendered for redemption in accordance with The Depository
Trust Company’s (DTC) procedures therefor. |
| 8. | The
CUSIP of the Notes is 05971KAH2, and the ISIN of the Notes is US05971KAH23. No representation
is made as to the correctness of the CUSIP or ISIN as printed on the Notes or as contained
in this Notice of Redemption, and reliance may be placed only on the other identification
numbers printed on the Notes. |
| 9. | Capitalized
terms used but not otherwise defined herein have the meanings assigned to them in the Indenture
or the Notes, as the case may be. |
Under current U.S. federal income tax
law, in the case of a United States person (as determined for U.S. federal income tax purposes), backup withholding may apply to amounts
payable at the Redemption, unless (i) the paying agent or applicable payor has received a properly completed U.S. Internal Revenue Service
(“IRS”) Form W-9 that establishes an exemption from backup withholding, (ii) the United States person is an exempt recipient
(and establishes its exempt status if required by the paying agent or applicable payor) or (iii) the United States person otherwise establishes
an exemption. An investor that is a beneficial owner of Notes and that is not a United States person (as determined for U.S. federal
income tax purposes) generally may establish an exemption from backup withholding by providing to the paying agent or applicable payor
a properly completed, applicable IRS Form W-8. No additional amounts will be payable with respect to any backup withholding. Investors
should consult their tax advisors regarding the tax consequences of the Redemption, taking into account the Notes’ treatment as
equity for U.S. federal income tax purposes, as indicated in the section entitled “Taxation—U.S. Federal Income Tax Considerations—Taxation
of Contingent Convertible Capital Securities—Characterization of the Contingent Convertible Capital Securities” in the prospectus
accompanying the prospectus supplement for the original issuance of the Notes.
Date: October 14, 2026
BANCO SANTANDER, S.A.
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.
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Banco Santander, S.A. |
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| Date: |
October 14, 2026 |
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By: |
/s/ Pedro de Mingo Kaminouchi |
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Name: |
Pedro de Mingo Kaminouchi |
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Title: |
Head of Corporate Compliance |
