Banco Santander SEC Filings

Banco Santander, S.A. (SAN) reported a Form 144 notice for a proposed sale of up to 100,000 American Depositary Shares (ADS), each representing one ordinary share. The filing lists an aggregate market value of $1,015,000 and an approximate sale date of November 3, 2025. The ADS are expected to be sold on the NYSE, with JP Morgan Securities named in the broker field.

The securities were acquired via stock grants from the issuer: 24,878 ADS on February 23, 2021 and 75,122 ADS on January 28, 2022. This filing is a notice under Rule 144 and relates to potential secondary sales by the holder.

Banco Santander (SAN) launched a primary debt offering totaling $2.8 billion in senior non preferred notes across three tranches: $300 million floating-rate notes due 2030 (Compounded SOFR + 112 bps, quarterly), $1.25 billion 4.551% fixed-rate notes due 2030 (semi-annual), and $1.25 billion 5.127% fixed-rate notes due 2035 (semi-annual). The notes are unsecured senior non preferred obligations that rank pari passu with similar liabilities, junior to senior higher priority liabilities, and senior to subordinated obligations, and are subject to statutory bail-in powers.

The offering priced at 100.000% with underwriting discounts of 0.300% (2030 FRN/2030 fixed) and 0.450% (2035 fixed), yielding gross proceeds of $2.8 billion and proceeds to the issuer of $2,789,725,000 before expenses. Net proceeds are expected to be approximately $2.79 billion after estimated expenses of about $1.5 million, partially offset by a $0.3 million underwriter reimbursement, to be used for general corporate purposes. Santander may redeem any series at 100% upon specified tax or regulatory events or after 75% or more of that series has been redeemed or purchased and cancelled. The company intends to list the notes on the NYSE. Minimum denominations are $200,000 and integral multiples thereof.

Banco Santander (SAN) reported updated ECB capital requirements following SREP. The Pillar 2 requirement remains unchanged at 1.74% at the consolidated level, with at least 0.98% to be covered with CET1; 9 bps of P2R reflect the ECB’s calendar provisioning add-on for non‑performing loans. From 1 January 2026, minimum consolidated requirements rise by 20 bps to CET1 9.85% (from 9.65%) and Total Capital 14.11% (from 13.91%), driven by a 3 bps increase in the systemic risk buffer and 17 bps in the countercyclical buffer.

As of 30 September 2025, Santander reported a consolidated CET1 ratio of 13.09% and Total Capital of 17.43%, indicating a surplus over the new minimums.

Banco Santander, S.A. filed a preliminary prospectus supplement for a multi-tranche senior non preferred note offering under its shelf. The bank plans to issue three USD-denominated series: a 2030 floating-rate tranche tied to Compounded SOFR, a 2030 fixed-rate tranche, and a 2035 fixed-rate tranche.

The notes rank as senior non preferred, pari passu with similar liabilities, junior to senior higher priority liabilities, and senior to subordinated obligations. They are subject to statutory bail-in; holders agree to the exercise of resolution powers. The floating notes pay interest quarterly based on daily compounded SOFR plus a margin, with a 0.000% floor and benchmark-transition mechanics; the fixed notes pay semi-annually. Redemption is permitted only upon specified tax or regulatory events or after ≥75% of a series has been redeemed or purchased and cancelled; there are no put rights. Minimum denomination is $200,000. The issuer intends to list the notes on the NYSE and settle through DTC. Net proceeds are earmarked for general corporate purposes.

Banco Santander reported progress on its share repurchase. The cash amount of shares purchased to October 29, 2025 totals €940,924,644, representing approximately 55.3% of the maximum investment amount authorized for the Buyback Programme.

Between October 23 and 29, 2025, the bank repurchased 12,600,000 shares across multiple venues (XMAD, CEUX, TQEX, AQEU) at disclosed weighted average prices per day and venue. With these purchases, Banco Santander has repurchased approximately 14.8% of its outstanding shares as of 2021.

Banco Santander filed interim 9M 2025 results, reporting profit attributable to the parent of €10,337m and basic EPS of €0.66 (vs €9,309m and €0.57 in 9M 2024). Total income was €43,507m, with operating profit before tax at €13,761m. Credit impairment charges were €9,372m. The group recorded profit from discontinued operations of €1,152m, reflecting the classification of Santander Bank Polska as held for sale.

Total assets were €1,840,668m and total equity €109,914m as of September 30, 2025. Cash flow from operating activities was €(7,818)m. Non‑current assets held for sale rose to €69,369m and associated liabilities to €59,058m, mainly Santander Bank Polska.

The group completed the sale of its 30.5% stake in CACEIS, recognizing a €231m gain, agreed to sell ~49% of Santander Bank Polska for about €7,000m and to acquire 60% of Santander Consumer Bank Polska for PLN 3,105m. An agreement to acquire TSB was announced for approximately £2,650m. Cash dividends paid were €0.1100/share (€1,643m), with an interim €0.115/share approved, and buybacks of up to €1,700m launched.

Banco Santander filed a 6‑K with supplementary results for 9M 2025, reporting underlying attributable profit of €10,337m, up 11% year over year. Total revenue was €46,277m and Q3 underlying attributable profit reached €3,504m, up 2.1% quarter on quarter.

Capital and liquidity remain strong: the CET1 ratio is 13.1%, slightly above the 12–13% operating range, with a 324 bps distance to MDA and a minimum CET1 requirement of 9.72%. Group NSFR stood at 160% and high-quality liquid assets were €343bn, including €163bn of cash. The bond portfolio totals €152bn (8% of total assets) with HTC&S duration of 1.8 years; the mark-to-market impact on the HTC book is stated as less than 1% of CET1 (€82.6bn). The Group issued €31.3bn in public markets in 9M’25 and reduced 2025 MREL/TLAC needs by c.€7bn. Credit quality metrics remained stable with a Group NPL ratio of 2.92%, NPL coverage of 67.1% and cost of risk at 1.13%.

Banco Santander, S.A. filed a 6-K sharing its 9M 2025 earnings presentation. Management highlights another record quarter with double-digit profit growth, driven by solid customer activity, strong net interest income and record fee income. The bank added 7 million customers year over year, reaching 178 million total customers, with 106 million active. Profitability remained strong with RoTE post-AT1 at 16.1% and the efficiency ratio at 41.3%. The CET1 ratio was 13.1% as of September 2025, reflecting strong organic capital generation.

Credit quality improved: the NPL ratio was 2.92%, the cost of risk decreased by 5 bps year over year, Retail cost of risk was 0.89% and Consumer 2.06%. Wealth reported AuMs of €536 billion (+11%). The presentation reiterates the ordinary policy to distribute approximately 50% of reported profit (cash dividends and buybacks) and references a target to allocate at least €10 billion to share buybacks across 2025–2026, including an intended ~€3.2 billion buyback linked to the sale of 49% of Santander Bank Polska, all subject to decisions and approvals.

Banco Santander reported a sixth consecutive quarterly record with Q3 2025 profit attributable to the parent of EUR 3,504 million, up 2% quarter-on-quarter. For 9M 2025, profit reached EUR 10,337 million, up 11% year-on-year, driven by resilient net interest income, strong fee growth, and lower provisions. The efficiency ratio improved to 41.3% and RoTE (post‑AT1) rose to 16.1%.

Capital remained solid: the phased‑in CET1 ratio was 13.1% (+10 bps in the quarter). Credit quality was stable with a cost of risk of 1.13% and an NPL ratio of 2.92% with 67% coverage. Customer funds grew 7% year‑on‑year in constant euros, outpacing loan growth.

The board approved an interim cash dividend of EUR 11.50 cents per share payable from 3 November 2025 and continued a share buyback of up to EUR 1.7 billion. Strategically, Santander agreed to sell ~49% of Santander Bank Polska and 50% of TFI to Erste for about EUR 7 billion and to acquire 100% of Santander Consumer Bank Polska (~EUR 0.7 billion), subject to approvals. It also agreed to acquire TSB for GBP 2.65 billion, and announced the merger of Openbank and Santander Consumer Finance.