Banco Santander to redeem 1.722% 2027 notes

Rhea-AI Filing Summary

Banco Santander, S.A. (SAN) has elected to redeem in full its Series 114 1.722% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2027, in accordance with the Indenture dated May 28, 2020 and the Third Supplemental Indenture dated September 14, 2021. The redemption will retire these notes entirely under the terms set out in the governing documents.

The notice also describes U.S. tax reporting and backup withholding rules: U.S. holders may be subject to backup withholding on redemption payments unless they provide appropriate IRS Forms (such as Form W‑9), while non‑U.S. holders generally may establish an exemption using an applicable Form W‑8.

Key Figures

Coupon rate: 1.722% Maturity year: 2027 Base Indenture date: May 28, 2020 +2 more

5 metrics

Coupon rate 1.722% Interest rate on Series 114 Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2027

Maturity year 2027 Stated maturity of Series 114 Senior Non Preferred Callable Fixed-to-Fixed Rate Notes

Base Indenture date May 28, 2020 Date of Senior Non Preferred Debt Securities Indenture governing the notes

Third Supplemental Indenture date September 14, 2021 Date of supplemental indenture covering the Series 114 notes

Redemption notice date September 1, 2026 Date Banco Santander issued the notice of redemption

Key Terms

Senior Non Preferred, Callable Fixed-to-Fixed Rate Notes, Indenture, backup withholding, +2 more

6 terms

Senior Non Preferred financial

"Series 114 1.722% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2027"

Callable Fixed-to-Fixed Rate Notes financial

"Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2027"

Indenture financial

"Pursuant to Section 11.04 of the Senior Non Preferred Debt Securities Indenture"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

backup withholding regulatory

"backup withholding may apply to amounts payable at the Redemption"

United States person regulatory

"in the case of a United States person (as determined for U.S. federal income tax purposes)"

IRS Form W-8 regulatory

"may establish an exemption from backup withholding by providing ... an applicable IRS Form W-8"

FAQ

What securities is Banco Santander (SAN) redeeming in this 6-K?

Banco Santander is redeeming its Series 114 1.722% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2027. The company has elected to redeem these notes in their entirety under the terms of the applicable Indenture and supplemental indenture.

Is the Banco Santander (SAN) Series 114 note redemption a full redemption?

Yes. Banco Santander has elected to redeem the Series 114 notes in their entirety. The notice specifies that the Issuer is redeeming the above‑referenced Notes in full in accordance with Section 11.10 of the Indenture and the terms of the Notes.

What is the interest rate and maturity of the Banco Santander (SAN) Series 114 notes being redeemed?

The Series 114 notes carry a 1.722% fixed interest rate and are due 2027. They are described as Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2027 in the notice of redemption.

How does U.S. backup withholding apply to the Banco Santander (SAN) note redemption?

For United States persons, backup withholding may apply to amounts payable at redemption unless they provide a valid IRS Form W‑9, qualify as an exempt recipient, or otherwise establish an exemption. No additional amounts are payable with respect to any backup withholding.

How can non-U.S. holders of Banco Santander (SAN) notes avoid backup withholding on redemption payments?

Non-U.S. beneficial owners generally may establish an exemption from backup withholding by providing the paying agent or applicable payor with a properly completed, applicable IRS Form W‑8, as described in the notice of redemption for the Series 114 notes.

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Available on EDGAR 09/01/2026 - 01:32 PM Accepted by SEC EDGAR 09/01/2026 - 01:31 PM 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 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:

Form 20-F X Form 40-F

Banco Santander, S.A.

TABLE OF CONTENTS

Item
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.

			Banco Santander, S.A.
Date:	September 1, 2026		By:	/s/ Pedro de Mingo Kaminouchi
				Name:	Pedro de Mingo Kaminouchi
				Title:	Head of Corporate Compliance