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
September, 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
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| 1 |
Notice of redemption dated September
1, 2026 |
Item
1
September
1, 2026
Banco
Santander, S.A. (the “Issuer”)
Series
114 1.722% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2027 (CUSIP: 05964HAN5; ISIN: US05964HAN52) (the “Notes”)
Pursuant
to Section 11.04 of the Senior Non Preferred Debt Securities Indenture, dated as of May 28, 2020 (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 Third Supplemental Indenture, dated as of September 14, 2021, 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 non preferred debt securities registrar (the
“Third Supplemental Indenture” and the Base Indenture as supplemented and amended by the Third 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 September
1, 2026. |
| 2. | The Series 114 1.722% Senior Non Preferred
Callable Fixed-to-Fixed Rate Notes due 2027 will be redeemed in its entirety on September
14, 2026 (the “Optional Redemption Date”). |
| 3. | The redemption price will be equal
to 100% of the principal amount of the Notes 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 Notes
to be redeemed is $1,500,000,000, representing all Notes outstanding. |
| 6. | On the Optional Redemption Date, the
Redemption Price will become due and payable upon each such Note to be redeemed. Cash in
the amount of the Redemption Price, which is $1,500,000,000, will be delivered by the Issuer
to the Trustee prior to or on the Optional Redemption Date. 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 05964HAN5, and the ISIN of the Notes is US05964HAN52. 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: September 1, 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.
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Banco Santander, S.A. |
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| Date: |
September 1, 2026 |
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By: |
/s/ Pedro de Mingo Kaminouchi |
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Name: |
Pedro de Mingo Kaminouchi |
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Title: |
Head of Corporate Compliance |