Banco Santander (SAN) details major ongoing share buyback activity

Rhea-AI Filing Summary

Banco Santander reports progress on its ongoing share buyback programme. Between 12 and 18 February 2026, the bank repurchased 52,195,521 of its own shares across several European trading venues.

The total cash amount invested in the buyback reached 1,146,817,035 Euros as of 18 February 2026, which the bank states is approximately 22.8% of the programme’s maximum investment amount. Overall, these purchases mean the bank has repurchased approximately 15.9% of its outstanding shares as of 2021.

Positive

• Banco Santander reports investing 1,146,817,035 Euros in its buyback programme, equal to 22.8% of the maximum amount, signalling a substantial capital return to shareholders.
• The bank states it has repurchased approximately 15.9% of its outstanding shares as of 2021, a sizable reduction in share count that can enhance per‑share metrics for remaining investors.

Negative

• None.

Insights

Equity analyst

Santander is executing a large, ongoing share buyback that meaningfully reduces its share count.

Banco Santander indicates it has spent 1,146,817,035 Euros on its buyback programme, equal to 22.8% of the maximum investment amount. The programme has resulted in repurchases equivalent to 15.9% of outstanding shares as of 2021, which is a substantial reduction in equity.

Such a large buyback typically concentrates future earnings and dividends over fewer shares, which can be favourable for remaining shareholders when supported by strong capital levels. The scale disclosed here suggests capital return is a significant strategic priority, and subsequent company communications may clarify how quickly the remaining programme capacity is used.

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 February, 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 February 19, 2026

Item 1

 

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

OTHER RELEVANT INFORMATION

Reference is made to our notice of inside information of 4 February 2026 (official registry number 3077) (the “Buyback Commencement Communication”), relating to the buyback programme of own shares (the “Buyback Programme”) approved by the Board of Directors of Banco Santander.

Pursuant to article 5 of Regulation (EU) no. 596/2014 on Market Abuse of 16 April 2014, and articles 2.2 and 2.3 of Commission Delegated Regulation (EU) 2016/1052, of 8 March 2016, the Bank informs of the transactions carried out over its own shares between 12 and 18 February (both inclusive).

The cash amount of the shares purchased to 18 February 2026 as a result of the execution of the Buyback Programme amounts to 1,146,817,035 Euros, which represents approximately 22.8% of the maximum investment amount of the Buyback Programme. The programme was announced together with its other characteristics through the Buyback Commencement Communication. With these purchases, the Bank has repurchased approximately 15.9% of its outstanding shares as of 2021.

Date	Security	Transaction	Trading venue	Number of shares	Weighted average price (€)
12/02/2026	SAN	Purchase	XMAD	6,359,000	10.4957
12/02/2026	SAN	Purchase	CEUX	3,016,000	10.4948
12/02/2026	SAN	Purchase	TQEX	375,000	10.4989
12/02/2026	SAN	Purchase	AQEU	726,000	10.4770
13/02/2026	SAN	Purchase	XMAD	5,508,000	10.1592
13/02/2026	SAN	Purchase	CEUX	3,151,000	10.1486
13/02/2026	SAN	Purchase	TQEX	391,000	10.1543
13/02/2026	SAN	Purchase	AQEU	783,000	10.1506
16/02/2026	SAN	Purchase	XMAD	5,929,000	10.3184
16/02/2026	SAN	Purchase	CEUX	3,561,000	10.3195
16/02/2026	SAN	Purchase	TQEX	439,000	10.3167
16/02/2026	SAN	Purchase	AQEU	500,827	10.3175
17/02/2026	SAN	Purchase	XMAD	5,976,000	10.3766
17/02/2026	SAN	Purchase	CEUX	3,640,000	10.3823
17/02/2026	SAN	Purchase	TQEX	450,000	10.3757
17/02/2026	SAN	Purchase	AQEU	510,045	10.3890
18/02/2026	SAN	Purchase	XMAD	6,028,000	10.7026
18/02/2026	SAN	Purchase	CEUX	3,729,000	10.7078
18/02/2026	SAN	Purchase	TQEX	458,769	10.7002
18/02/2026	SAN	Purchase	AQEU	664,880	10.7019
			TOTAL	52,195,521

Issuer name: Banco Santander, S.A. - LEI 5493006QMFDDMYWIAM13

Reference of the financial instrument: ordinary shares - Code ISIN ES0113900J37

Detailed information of the transactions carried out within the referred period is attached as Annex I.

Boadilla del Monte (Madrid), 19 February 2026 

 

ANNEX I

Detailed information on each of the transactions carried out within the context of the Buy-back Programme between 12/02/2026 and 18/02/2026 (both inclusive)

(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-12-a-18-02-2026-es.pdf)

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:	February 19, 2026		By:	/s/ Pedro de Mingo Kaminouchi
				Name:	Pedro de Mingo Kaminouchi
				Title:	Head of Corporate Compliance

FAQ

What does Banco Santander (SAN) disclose about its current share buyback spending?

Banco Santander reports having spent 1,146,817,035 Euros on its ongoing share buyback. The bank explains this represents approximately 22.8% of the maximum investment amount authorised for the programme, giving investors a clear view of how much capacity remains available for future repurchases.

How many shares did Banco Santander (SAN) repurchase between 12 and 18 February 2026?

Between 12 and 18 February 2026, Banco Santander repurchased 52,195,521 of its own shares. These trades were executed across several European trading venues, including XMAD and other platforms, as part of the broader buyback programme approved by the bank’s Board of Directors.

What portion of Banco Santander’s buyback programme limit has been used so far?

The bank states that 1,146,817,035 Euros spent so far represents about 22.8% of the buyback programme’s maximum investment amount. This indicates that most of the authorised capacity is still available for additional repurchases, depending on market conditions and the bank’s capital considerations.

How much of Banco Santander’s share capital has been repurchased through the buyback?

Banco Santander explains that, with the reported purchases, it has repurchased approximately 15.9% of its outstanding shares as of 2021. This reflects a significant reduction in the share base, which can increase ownership concentration for remaining shareholders over time.

On which markets is Banco Santander executing its share buyback trades?

The bank lists multiple venues where its shares were repurchased, including XMAD, CEUX, TQEX and AQEU. Using several trading venues allows Banco Santander to execute the buyback across different order books, while still complying with the detailed conditions set out in European market regulations.

What regulatory framework governs Banco Santander’s current share buyback activity?

Banco Santander notes that its buyback is conducted pursuant to article 5 of Regulation (EU) no. 596/2014 on Market Abuse and articles 2.2 and 2.3 of Commission Delegated Regulation (EU) 2016/1052. These rules define conditions for issuer share repurchases in European markets.