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
Item |
|
| |
|
| 1 |
Notice of redemption dated October 15, 2026 |
Item
1
October
15, 2026
Banco
Santander, S.A. (the “Issuer”)
Series
199 6.527% Senior Preferred Callable Fixed-To-Fixed Rate Notes due 2027
(CUSIP:
05964HAX3; ISIN: US05964HAX35) (the “Notes”)
Pursuant
to Section 11.04 of the Senior Preferred Debt Securities Indenture, dated as of August 8, 2023 (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
Second Supplemental Indenture, dated as of November 7, 2023, among the Issuer, the Trustee, as trustee, calculation agent and principal
paying agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as senior preferred debt securities registrar (the “Second
Supplemental Indenture” and the Base Indenture as supplemented and amended by the Second Supplemental Indenture, the “Indenture”),
we hereby notify you, as registered Holder of the Notes, of the Issuer’s election, pursuant to Section 11.10 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 15, 2026. |
| 2. | The
Series 199 6.527% Senior Preferred Callable Fixed-To-Fixed Rate Notes due 2027 will be redeemed
in its entirety on November 7, 2026 (the “Optional Redemption Date”). |
| 3. | The
redemption price per Note will be equal to 100% of the principal amount of such Note together
with accrued but unpaid interest to, but excluding, the Optional Redemption Date; provided,
however, that a payment of interest which is payable on an Interest 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. | Interest
on the Notes shall cease to accrue on and after the Optional Redemption Date. |
| 5. | The
aggregate principal amount of the Notes to be redeemed is $1,000,000,000, representing all
Notes outstanding. |
| 6. | Because
the Optional Redemption Date is not a Business Day, the Issuer will pay the Redemption Price
on the next succeeding Business Day with the same force and effect as if made on the Optional
Redemption Date, in accordance with the terms of the Indenture and the Notes. 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 $1,000,000,000.
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 05964HAX3, and the ISIN of the Notes is US05964HAX35. 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.
Date:
October 15, 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.
| |
|
Banco Santander, S.A. |
| |
|
|
| |
|
|
| Date: |
October 15, 2026 |
|
By: |
/s/ Pedro de Mingo Kaminouchi |
| |
|
|
|
Name: |
Pedro de Mingo Kaminouchi |
| |
|
|
|
Title: |
Head of Corporate Compliance |