Banco Santander closes Webster Financial takeover

Banco Santander, S.A.

Rhea-AI Filing Summary

Banco Santander, S.A. (SAN) reports that its previously announced acquisition of Webster Financial Corporation has been completed on 20 August 2026 on the terms earlier disclosed. In connection with this transaction, a capital increase through non-cash contributions, approved at the ordinary general shareholders’ meeting on 27 March 2026, has been executed.

The company’s share capital is now EUR 7,509,582,970, represented by 15,019,165,940 shares with a nominal value of EUR 0.50 each, all of the same class and with identical rights. The public deed for the capital increase will be filed with the Commercial Registry of Santander, and admission to trading of the new shares will be requested on the Spanish and other foreign stock exchanges where Banco Santander shares are listed.

Key Figures

Share capital: EUR 7,509,582,970 Number of shares: 15,019,165,940 shares Nominal value per share: EUR 0.50 +2 more

5 metrics

Share capital EUR 7,509,582,970 Total share capital after completion of the acquisition and related capital increase

Number of shares 15,019,165,940 shares Shares representing the total share capital after the capital increase

Nominal value per share EUR 0.50 Nominal value of each Banco Santander share after the capital increase

Acquisition completion date 20 August 2026 Date on which the acquisition of Webster Financial Corporation was completed

Shareholders’ meeting date 27 March 2026 Date on which the capital increase through non-cash contributions was approved

Key Terms

capital increase, non-cash contributions, inside information, admission to trading, +1 more

5 terms

capital increase financial

"the capital increase through non-cash contributions approved at the Bank’s ordinary"

A capital increase is when a company raises new equity funding by issuing additional shares or otherwise expanding its ownership base. Investors watch these moves because they supply cash for growth, acquisitions or debt reduction, but they can also reduce each existing share’s ownership and claim on profits—like adding more slices to a pizza: the pie may grow, but each slice can become smaller unless overall value increases proportionally.

non-cash contributions financial

"the capital increase through non-cash contributions approved at the Bank’s ordinary"

inside information regulatory

"Further to the inside information notice dated 3 February 2026"

Information not available to the public that, if known, would likely cause a company’s stock or bonds to rise or fall—for example, undisclosed earnings, deals, product results, or management plans. It matters because trading on that information gives an unfair advantage, can distort market prices, and is typically illegal or subject to strict rules, so investors watch for proper disclosure and compliance to protect fair, transparent markets.

admission to trading financial

"admission to trading of the New Shares on the Spanish Stock Exchanges will be"

Admission to trading is the official approval that allows a company's shares or other securities to be bought and sold on a stock exchange. Think of it as a shop receiving a license to open its doors: it signals that the exchange has checked basic rules and now provides a public marketplace where investors can trade, find a market price, and expect a certain level of oversight, liquidity and transparency.

Securities Act of 1933 regulatory

"prospectus meeting the requirements of Section 10 of the Securities Act of 1933"

FAQ

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

What major transaction did Banco Santander (SAN) announce on August 20, 2026?

Banco Santander announced the completion of its acquisition of Webster Financial Corporation on 20 August 2026. The deal closed on previously disclosed terms and was accompanied by a capital increase through non-cash contributions approved by shareholders in March 2026.

How much is Banco Santander’s (SAN) share capital after the Webster acquisition?

Following the transaction, Banco Santander’s share capital is EUR 7,509,582,970. This capital is represented by 15,019,165,940 shares, each with a EUR 0.50 nominal value, all belonging to the same class with identical rights.

How many shares does Banco Santander (SAN) have outstanding after the capital increase?

Banco Santander now has 15,019,165,940 shares outstanding. These shares each carry a EUR 0.50 nominal value and are all of a single class, providing the same rights to their holders following the capital increase.

What type of capital increase did Banco Santander (SAN) execute for the Webster acquisition?

Banco Santander executed a capital increase through non-cash contributions, linked to the Webster Financial acquisition. This increase was previously approved at the ordinary general shareholders’ meeting held on 27 March 2026 and has now been formally carried out.

Where will the new Banco Santander (SAN) shares from the capital increase be traded?

The new Banco Santander shares will be submitted for admission to trading on the Spanish Stock Exchanges. The bank will also request admission of the new shares on the foreign stock exchanges where Banco Santander shares are already listed.

Does Banco Santander’s August 2026 communication constitute an offer to sell securities?

No, the communication explicitly states it is not an offer to sell or a solicitation to buy securities or vote. Any offer of securities would only be made via a prospectus meeting Section 10 of the U.S. Securities Act of 1933.

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

Form 6-K: How Foreign Companies Report to the SEC →

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Accepted by SEC EDGAR 08/20/2026 - 06:03 AM EDT Learn about SEC filing dates

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 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 X Form 40-F

Banco Santander, S.A.

TABLE OF CONTENTS

Item
1	Report of Other Relevant Information dated August 20, 2026

Item 1

Banco Santander, S.A. (the “Bank” or “Banco Santander”), in compliance with the provisions of the Securities Market legislation, hereby announces the following:

OTHER RELEVANT INFORMATION

Further to the inside information notice dated 3 February 2026 (registry number 3071) and the other relevant information notices dated 23 April 2026 and 5 August 2026 (registry numbers 40405 and 42338), concerning the acquisition of Webster Financial Corporation (the “Acquisition”), the Bank hereby informs that the Acquisition was completed on 20 August 2026 on the terms previously announced.

Today, the capital increase through non-cash contributions approved at the Bank’s ordinary general shareholders’ meeting held on 27 March 2026 (the “Capital Increase”) has been executed on the definitive terms and conditions set out below:

(i) The effective issue price (nominal value and share premium) of the new shares (the “New Shares”) has been set at EUR 10.7896 per New Share (the “Issue Price”).

(ii) The effective total amount of the Capital Increase (nominal value and share premium) amounts to EUR 3,558,911,127.4448, with a total nominal value of EUR 164,923,219 and a total share premium of EUR 3,393,987,908.4448.

(iii) All the New Shares have been fully subscribed and paid up and will be delivered today.

(iv) 329,846,438 New Shares have been issued, representing approximately 2.2455% of Banco Santander’s share capital before the Capital Increase, and 2.1962% after the Capital Increase.

Today, the public deed of execution of the Capital Increase will be filed for registration with the Commercial Registry of Santander and admission to trading of the New Shares on the Spanish Stock Exchanges will be requested. In addition, admission to trading of the New Shares will be requested on the foreign Stock Exchanges on which Banco Santander shares are listed.

Consequently, the Bank’s share capital has been set at EUR 7,509,582,970, represented by 15,019,165,940 shares with a nominal value of EUR 0.50 each. All of the shares belong to the same class and have the same rights.

Boadilla del Monte (Madrid), 20 August 2026

NO OFFER OR SOLICITATION

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”). No investment activity should be undertaken on the basis of the information contained in this communication. By making this communication available, no advice or recommendation is being given to buy, sell or otherwise deal in any securities or investments whatsoever.

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:	August 20, 2026	By:	/s/ Pedro de Mingo Kaminouchi
			Name:	Pedro de Mingo Kaminouchi
			Title:	Head of Corporate Compliance