Banco Santander SEC Filings

Banco Santander (SAN) has authorised a €1.7 billion share buyback, equivalent to c.25% of the Group’s H1-25 underlying profit and one-half of its 50% total-payout target. The programme, already cleared by regulators, will start on 31 July 2025 and may run until 3 January 2026 unless the full amount is reached earlier.

Key terms:

• Purpose: shares acquired will be cancelled, lowering share capital as approved at the 2025 AGM.
• Maximum cash outlay: €1.7 bn.
• Share cap: ≤1,373,961,787 shares; at the €7.55 closing price on 28 Jul 25 this implies 225.2 m shares (c.1.51% of current capital).
• Pricing limits: purchase price may not exceed the higher of the last independent trade or highest independent bid.
• Volume limits: ≤25% of the 20-day average daily volume per trading day.
• Venues: Spanish Mercado Continuo, Turquoise Europe, DXE Europe, Aquis Exchange Europe.
• Disclosure: transactions published within seven market sessions.

The board intends to decide on an interim cash dividend against 2025 earnings on 30 September 2025; remaining 2025 shareholder remuneration will depend on future corporate and regulatory approvals.

Banco Santander’s H1-25 6-K shows resilient profitability, robust capital and contained credit risk.

Underlying attributable profit rose to €6.83 bn (+12.8% YoY; +18.3% cc) on broadly flat revenue of €31.0 bn. Net fee income grew 3.2% (+9% cc) and trading gains jumped 44%, offsetting a 3.2% dip in net interest income. Operating expenses were tightly managed (-0.4%), keeping the efficiency ratio at 41.5%.

Credit quality improved: Group NPL ratio fell to 2.91% (-14 bp vs FY-24) with coverage up to 67.2%; cost of risk held at 1.14%. CET1 phased-in stands at 13.0%, 334 bp above minimum and at the top of the 12-13% target, while LCR is 147% and NSFR 159%, underscoring ample liquidity. Bond portfolio is only 8% of assets, with HTC mark-to-market impact <1% of CET1.

Segmentally, Retail & Commercial profit +9%, CIB +9%, Wealth & Insurance +19%; Digital Consumer Bank -3%. Regionally, Spain (+29%), US (+26%), Poland (+18%) and Chile (+46%) outperformed, whereas UK (-11%) and Brazil (-13%) softened. A €1.5 bn AT1 at 6% and €2.25 bn dual-tranche covered bond in July advance the 2025 funding plan; MREL/TLAC buffers remain well above requirements.

Management re-affirms >12% fully-loaded CET1 2025 target and indicates a manageable maturity profile and solid liquidity to navigate macro uncertainty.

Banco Santander (SAN) reported record H1 2025 results. Attributable profit rose to €6.83 bn, up 13% YoY (+18% in constant €), driven by broad-based growth across Retail, Consumer, CIB, Wealth and Payments. Revenue held at €31.0 bn (-0.4% reported, +5% constant) while operating expenses were flat, trimming the efficiency ratio to 41.5% (-0.3 pp YoY). Net fee income reached €6.68 bn (+8% constant), offsetting a 3% reported decline in NII.

Profitability and capital strengthened. RoTE post-AT1 improved 0.9 pp to 16.0%, RoRWA 1.18%, and cost of risk fell 7 bps to 1.14%. The CET1 ratio increased 20 bps YTD to 13.0%, the top of management’s 12-13% range, supported by 22% RoRWA on new lending and 88% of RWAs earning above cost of equity.

Shareholder returns. Santander reiterated its policy to distribute ~50% of earnings (half cash, half buybacks) and raised its target to at least €10 bn in share buybacks for 2025-26. About €3.2 bn of proceeds from the 49% sale of Santander Bank Polska will be deployed in early 2026. Since 2021, €11.2 bn has been returned and ~15% of shares repurchased.

Segment highlights. Retail profit +14% YoY; Consumer profit €1.04 bn (-1% YoY) with deposit growth +10%; CIB profit €1.53 bn (+15%); Wealth profit €0.95 bn (+24%); Payments profit €0.34 bn (+47%). Group added 8 m customers YoY and digital product availability reached 66%.

Guidance reaffirmed. Management remains on track for 2025 Investor-Day targets: mid-high single-digit revenue growth, cost base down vs. 2024 euros, CoR ≈1.15%, RoTE post-AT1 ≈16.5%, and CET1 within 12-13%.

Banco Santander S.A. (SAN) has signed an all-cash agreement to acquire 100% of TSB Bank for £2.65 billion. The deal values TSB at 9.8× 2026 Visible Alpha consensus earnings, or roughly 5× earnings after the cost synergies identified by Santander. The price also represents 1.45× TSB’s tangible net asset value as of Q1-25.

Strategic rationale. TSB’s retail-focused mortgage and current-account franchise is expected to lift Santander UK into the U.K.’s Top-3 for personal current accounts, adding £46 billion of assets and £34 billion of current-account deposits. Management emphasises low execution risk thanks to an “in-market” acquisition and Santander’s prior integration record (Abbey, Alliance & Leicester, Bradford & Bingley, Banco Popular).

Financial impact. Santander targets at least £400 million of pre-tax cost synergies (≈13 % of the combined cost base) by 2028, with restructuring costs of £520 million (1.3× synergies). The transaction is expected to:

• Reduce Grupo CET1 by c.50 bp at closing.
• Generate a return on invested capital >20 %.
• Be EPS-accretive from day one, reaching c.4 % accretion in 2028.
• Raise UK RoTE from 11 % in 2024 (stand-alone) to 16 % pro forma in 2028.

Capital & shareholder returns. Management re-affirms its intention to deploy at least €10 billion in share buybacks linked to 2025-26 earnings and to use 50 % of the capital released from the sale of 49 % of Santander Polska to accelerate buybacks in early-2026. The TSB purchase is described as fully consistent with the group’s capital hierarchy and does not alter distribution plans.

Timeline & approvals. Completion is targeted for 1Q 2026, subject to U.K. regulatory consents and a shareholder vote at Banco Sabadell (TSB’s current parent). Profits generated by TSB up to closing remain with Sabadell.

Overall, the deal strengthens Santander’s competitive position in the U.K. retail banking market, promises meaningful cost efficiencies and earnings accretion, but temporarily dilutes capital and requires flawless execution to realise projected synergies.

Banco Santander, S.A. has released the final results of its cash tender offer for its €1.5 billion 4.375 % Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (ISIN XS2102912966). The offer closed at 17:00 CET on 30 June 2025. Holders validly tendered €466.6 million in nominal value and the bank has elected to purchase 100 % of that amount at par (100 % of face value), with no pro-ration.

Repurchased securities will be cancelled and will not be re-issued. After settlement, expected on 2 July 2025, the outstanding nominal amount of the issue will be reduced to €1.0334 billion. The remaining notes retain their first optional redemption date of 14 January 2026.

Dealer managers for the transaction were Banco Santander, S.A. and Santander US Capital Markets LLC, while Kroll Issuer Services acted as tender agent. The announcement reiterates that investors should consult the Tender Offer Memorandum for full details and that distribution may be restricted in certain jurisdictions.

The filing provides no quantitative disclosure of the impact on Santander’s regulatory capital ratios or interest expense, but the acceptance of all tendered securities indicates available liquidity and proactive capital management ahead of the first call date.