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Banco Santander (SAN) prices $1.5B 7.25% contingent convertible Tier 1 issue

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Banco Santander, S.A. has issued $1,500,000,000 aggregate liquidation preference of 7.250% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities and is using this report to add related documents to an existing Form F-3 shelf registration.

The report lists the underwriting agreement, the main contingent convertible capital securities indenture and a first supplemental indenture governing these preferred Tier 1 securities. It also includes the form of global note for the 7.250% securities and legal opinions, together with related consents, from Uría Menéndez and Davis Polk & Wardwell LLP.

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Insights

Santander documents a $1.5B AT1-style capital issuance.

Banco Santander has issued Contingent Convertible Perpetual Preferred Tier 1 Securities with a 7.250% coupon and aggregate liquidation preference of $1,500,000,000. These instruments are designed to qualify as Additional Tier 1 capital under bank regulatory frameworks.

The filing mainly provides legal infrastructure: an underwriting agreement, base indenture, supplemental indenture, and the form of global note. It also records legal opinions and consents from Spanish and U.S. counsel, which support securities law and regulatory treatment.

This issuance adds a layer of loss-absorbing capital above common equity but below senior debt, with non-cumulative distributions and contingent conversion features. The detailed economic and regulatory impact depends on Santander’s broader balance sheet and capital ratios, which are not discussed here.

AT1 preferred issuance size $1,500,000,000 aggregate liquidation preference 7.250% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities
Coupon rate 7.250% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities
Contingent Convertible Perpetual Preferred Tier 1 Securities financial
"$1,500,000,000 aggregate liquidation preference of 7.250% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities"
Contingent Convertible Capital Securities Indenture regulatory
"Contingent Convertible Capital Securities Indenture, dated as of June 3, 2026"
First Supplemental Indenture regulatory
"First Supplemental Indenture, dated as of June 3, 2026, to the Contingent Convertible Capital Securities Indenture"
Form of Global Note financial
"Form of Global Note for the 7.250% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities"
Registration Statement on Form F-3 regulatory
"solely for incorporation into the Registration Statement on Form F-3 (File No. 333-293987)"
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.
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Form 6-K: How Foreign Companies Report to the SEC →
 
 

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 June, 2026

Commission File Number: 001-12518

 

 

Banco Santander, S.A.

 

 

Ciudad Grupo Santander

28660 Boadilla del Monte (Madrid) Spain

(Address of principal executive offices)

 

 

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 ☐

 

 
 

EXPLANATORY NOTE

In connection with the issuance by Banco Santander, S.A. of $1,500,000,000 aggregate liquidation preference of 7.250% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities, 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 May 27, 2026
4.1    Contingent Convertible Capital Securities Indenture, dated as of June 3, 2026, between Banco Santander, S.A., as Issuer, and The Bank of New York Mellon, London Branch, as Trustee
4.2    First Supplemental Indenture, dated as of June 3, 2026, to the Contingent Convertible Capital Securities Indenture, dated as of June  3, 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
4.3    Form of Global Note for the 7.250% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (included in Exhibit A of the First Supplemental Indenture to the Contingent Convertible Capital Securities Indenture (Exhibit 4.2 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.
Date: June 3, 2026   By:  

/s/ José Antonio Soler

    Name:   José Antonio Soler
    Title:   Authorized Representative

Source: View Original Filing on SEC EDGAR

FAQ

What securities did Banco Santander (SAN) issue in this 6-K?

Banco Santander issued 7.250% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities with an aggregate liquidation preference of $1,500,000,000. These preferred securities are designed to count as Additional Tier 1 capital under bank regulatory rules.

What is the size of Banco Santander’s new Tier 1 securities issuance?

The issuance totals an aggregate liquidation preference of $1,500,000,000. This figure represents the notional amount of preferred Tier 1 securities outstanding and is the reference for potential distributions under the 7.250% coupon.

What coupon do Banco Santander’s new preferred Tier 1 securities pay?

The securities carry a 7.250% rate described as Non-Step-Up Non-Cumulative. Non-step-up means the coupon rate does not automatically increase later, while non-cumulative means missed distributions are not owed in the future.

What is the purpose of this Banco Santander (SAN) Form 6-K filing?

The report is used to file key deal documents solely for incorporation into a Registration Statement on Form F-3. It links the underwriting agreement, indentures, global note form, and legal opinions to the existing shelf registration.

Who acts as trustee for Banco Santander’s contingent convertible securities?

The trustee under the Contingent Convertible Capital Securities Indenture is The Bank of New York Mellon, London Branch. Under the first supplemental indenture, it also serves as trustee, calculation agent, and principal paying agent, with BNY Mellon SA/NV, Luxembourg Branch as registrar.

Filing Exhibits & Attachments

5 documents

Other Documents