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

Rhea-AI Filing Summary

Banco Santander, S.A. has released the final results of its cash tender offer for its €1.5 billion 4.375 % Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (ISIN XS2102912966). The offer closed at 17:00 CET on 30 June 2025. Holders validly tendered €466.6 million in nominal value and the bank has elected to purchase 100 % of that amount at par (100 % of face value), with no pro-ration.

Repurchased securities will be cancelled and will not be re-issued. After settlement, expected on 2 July 2025, the outstanding nominal amount of the issue will be reduced to €1.0334 billion. The remaining notes retain their first optional redemption date of 14 January 2026.

Dealer managers for the transaction were Banco Santander, S.A. and Santander US Capital Markets LLC, while Kroll Issuer Services acted as tender agent. The announcement reiterates that investors should consult the Tender Offer Memorandum for full details and that distribution may be restricted in certain jurisdictions.

The filing provides no quantitative disclosure of the impact on Santander’s regulatory capital ratios or interest expense, but the acceptance of all tendered securities indicates available liquidity and proactive capital management ahead of the first call date.

Positive

• Full acceptance of all €466.6 million tendered notes demonstrates sufficient liquidity and execution capability.
• Cancellation of repurchased AT1 securities reduces outstanding contingent convertible debt ahead of the first call date.

Negative

• None.

Insights

Financial Analyst

TL;DR – Neutral to slightly positive; small but decisive AT1 buyback shows capital flexibility.

Accepting the entire €466.6 million tendered (≈31 % of the €1.5 billion issue) at par removes that portion of expensive AT1 capital nearly six months before the first call date. While the filing gives no colour on capital ratio effects, execution without pro-ration or price premium suggests Santander could fund the transaction comfortably. For fixed-income investors the outstanding security retains identical terms, and equity holders may view the move as ordinary capital optimisation rather than materially accretive. Overall impact therefore sits between neutral and modestly positive.

Fixed-Income Specialist

TL;DR – Deal is routine liability management; credit impact limited.

From a bondholder perspective, buying back €466.6 million of AT1 at par is straightforward. The remaining €1.03 billion continues to count toward Tier 1 until redemption. Because the purchase price equals face value and the volume is modest relative to Santander’s balance sheet, there is negligible immediate P&L or capital ratio distortion. The offer’s full take-up shows investor willingness to exit early, possibly reflecting market yield levels, but leaves overall credit quality unchanged.

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 Other Relevant Information dated July 1, 2025

Item 1

Banco Santander, S.A., (“Santander” or the “Offeror”) in accordance with the provisions of the securities market legislation, communicates the following:

OTHER RELEVANT INFORMATION

Further to the communications made on 24 June 2025 (registered under numbers 2784 and 35457) regarding the invitation by Santander to holders of its outstanding €1,500,000,000 4.375 per cent. Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (ISIN: XS2102912966) (the “Preferred Securities”) to tender their Preferred Securities for purchase by the Offeror for cash in an aggregate nominal amount of up to the Maximum Acceptance Amount (the “Offer”), the Offeror now announces the results of the Offer.

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

The Expiration Time for the Offers was 5.00 p.m. (CET) on 30 June 2025.

The Offeror hereby announces that it will accept for purchase in accordance with the terms and subject to the conditions set out in the Tender Offer Memorandum and at the relevant Purchase Price, all Preferred Securities validly offered for Sale pursuant to the Offer, without pro-ration, in an aggregate nominal amount of €466,600,000 (the Acceptance Amount), as set out in the table below.

Description of Preferred Securities	ISIN	Outstanding Nominal Amount	First Optional Redemption Date	Purchase Price	Acceptance Amount	Pro-ration factor
€1,500,000,000 4.375 per cent. Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities	XS2102912966	€1,500,000,000	14 January 2026	100 per cent.	€466,600,000	Not Applicable

Preferred Securities purchased by the Offeror pursuant to the Offer will be cancelled by the Offeror and will not be re-issued or re-sold. Preferred Securities which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offer will remain outstanding. Following the Settlement Date, there will be an outstanding nominal amount of Preferred Securities of €1,033,400,000.

Payment of the Tender Consideration in respect of the Preferred Securities accepted for purchase by the Offeror will occur on the Settlement Date for the Offer which is expected to be 2 July 2025.

Any requests for information in relation to the Offers should be directed to the Dealer Managers or the Tender Agent whose contact details are listed below.

 

DEALER MANAGERS
Banco Santander, S.A. Ciudad Grupo Santander Avenida de Cantabria s/n 28660 Madrid, Spain Attn: Liability Management Email: liabilitymanagement@gruposantander.com	Santander US Capital Markets LLC 437 Madison Avenue, 8th Floor New York, New York 10022 United States Tel (U.S. Toll Free): +1 (855) 404-3636 Tel (collect): +1 (212)  350-0660 Attn: Liability Management Team Email: AmericasLM@santander.us
THE TENDER AGENT Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Tel: +44 20 7704 0880 Attn: Scott Boswell Email: santander@is.kroll.com Website: https://deals.is.kroll.com/santander

Boadilla del Monte (Madrid), 1 July 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

IMPORTANT INFORMATION

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Qualifying Holder is in any doubt as to the contents of this announcement, the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, legal, regulatory and tax advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

Notice to U.S. Investors

The proposed transaction relates to the securities of Banco Santander, S.A., a company incorporated in Spain. Information distributed in connection with the proposed transaction is subject to Spanish disclosure requirements that are different from those of the United States.

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the proposed transaction, since the company is located in Spain and some or all of its officers and directors are residents of Spain. You may not be able to sue the company or its officers or directors in a Spanish court for violations of the U.S. securities laws. Finally, it may be difficult to compel the company and its affiliates to subject themselves to a U.S. court’s judgment.

You should be aware that the company may purchase subject securities otherwise than under the proposed transaction, such as in open market or privately negotiated purchases, at any time during the pendency of the proposed transaction.

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 1, 2025		By:	/s/ Pedro de Mingo Kaminouchi
				Name:	Pedro de Mingo Kaminouchi
				Title:	Head of Corporate Compliance

FAQ

What amount of Banco Santander's AT1 notes was accepted in the tender offer?

€466.6 million in nominal value was accepted for purchase.

At what price did Santander purchase the tendered AT1 securities?

The bank paid 100 % of face value (par) for the notes.

How much of the €1.5 billion issue will remain outstanding after settlement?

An outstanding nominal amount of €1.0334 billion will remain.

When is the expected settlement date for the tender offer?

Settlement is expected on 2 July 2025.

What is the first optional redemption date of the remaining AT1 notes?

The first call date is 14 January 2026.

Which firms acted as dealer managers for the transaction?

Banco Santander, S.A. and Santander US Capital Markets LLC were the dealer managers.