Banco Santander issues $2B notes at 5.005%–5.624%

Banco Santander, S.A.

Rhea-AI Filing Summary

Banco Santander, S.A. (SAN) reports that, in connection with the issuance of two series of senior non-preferred notes, it is furnishing contractual and legal documents for incorporation into its Registration Statement on Form F-3 (File No. 333-293987).

The notes consist of $1,000,000,000 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030 and $1,000,000,000 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034. Related exhibits include the underwriting agreement, a second supplemental indenture with The Bank of New York Mellon entities, forms of global notes, and legal opinions and consents from Uría Menéndez and Davis Polk & Wardwell LLP.

Key Figures

Aggregate principal amount, 2030 notes: $1,000,000,000 Aggregate principal amount, 2034 notes: $1,000,000,000 Coupon rate, 2030 notes: 5.005% +4 more

7 metrics

Aggregate principal amount, 2030 notes $1,000,000,000 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030

Aggregate principal amount, 2034 notes $1,000,000,000 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034

Coupon rate, 2030 notes 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030

Coupon rate, 2034 notes 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034

Registration Statement file number 333-293987 Form F-3 registration statement incorporating these exhibits

Date of Second Supplemental Indenture August 25, 2026 Second Supplemental Indenture among Banco Santander and The Bank of New York Mellon entities

Underwriting Agreement date August 18, 2026 Underwriting Agreement for the senior non-preferred notes

Key Terms

Senior Non Preferred, Fixed-to-Fixed Rate Notes, Supplemental Indenture, Global Note, +1 more

5 terms

Senior Non Preferred financial

"5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030"

Fixed-to-Fixed Rate Notes financial

"5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034"

Supplemental Indenture financial

"Second Supplemental Indenture, dated as of August 25, 2026"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

Global Note financial

"Form of Global Note for the 5.005% Senior Non Preferred"

Registration Statement on Form F-3 regulatory

"for incorporation into the Registration Statement on Form F-3"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities linked to SAN are described in this Form 6-K?

The report relates to $1,000,000,000 of 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030 and $1,000,000,000 of 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034, both issued by Banco Santander, S.A.

What is the purpose of Banco Santander, S.A. (SAN) filing this 6-K?

The 6-K furnishes an underwriting agreement, a second supplemental indenture, forms of global notes, and legal opinions so they are incorporated by reference into Banco Santander’s Form F-3 registration statement (File No. 333-293987).

What are the interest rates on Banco Santander’s new senior non-preferred notes?

Banco Santander issued senior non-preferred notes with fixed coupons of 5.005% for the series due 2030 and 5.624% for the series due 2034, each on an aggregate principal amount of $1,000,000,000.

Which entities act as trustee and agents for Banco Santander’s new notes?

The second supplemental indenture names The Bank of New York Mellon, London Branch as Trustee, Calculation Agent and Principal Paying Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch as Registrar for the senior non-preferred debt securities.

Which law firms provided opinions for Banco Santander’s note issuance?

Uría Menéndez and Davis Polk & Wardwell LLP provided legal opinions, with their related consents included by reference as exhibits to support the incorporation of these documents into the Form F-3 registration statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/25/2026 - 04:05 PM EDT Accepted by SEC EDGAR 08/25/2026 - 04:05 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 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 ☒   Form 40-F ☐

Banco Santander, S.A.

EXPLANATORY NOTE

In connection with the issuance by Banco Santander, S.A. of $1,000,000,000 aggregate principal amount of 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030, and $1,000,000,000 aggregate principal amount of 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034, Banco Santander, S.A. is filing the following documents solely for incorporation into the Registration Statement on Form F-3 (File No. 333-293987):

Exhibit List

Exhibit No.		Description
1.1		Underwriting Agreement dated as of August 18, 2026
4.1		Second Supplemental Indenture, dated as of August 25, 2026, to the Senior Non Preferred Debt Securities Indenture, dated as of April  15, 2026, among Banco Santander, S.A., as Issuer, The Bank of New York Mellon, London Branch, as Trustee, Calculation Agent and Principal Paying Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar
4.2		Form of Global Note for the 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030 (included in Exhibit B of the First Supplemental Indenture to the Senior Non Preferred Debt Securities Indenture (Exhibit 4.1 to this filing))
4.3		Form of Global Note for the 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034 (included in Exhibit C of the First Supplemental Indenture to the Senior Non Preferred Debt Securities Indenture (Exhibit 4.1 to this filing))
5.1		Opinion of Uría Menéndez
5.2		Opinion of Davis Polk & Wardwell LLP
23.1		Consent of Uría Menéndez (included in Exhibit 5.1 to this filing)
23.2		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2 to this filing)

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.
By:		/s/ José Antonio Soler
		Name:  José Antonio Soler
		Title:  Authorized Representative

Date: August 25, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 273.8 KB
• EX-4.1 EX-4.1 199.8 KB
• EX-5.1 EX-5.1 97.8 KB
• EX-5.2 EX-5.2 34.1 KB