Banco Santander, S.A. SEC Filings

Banco Santander, S.A. is changing how it presents Group financial information from the first quarter of 2026, following completion of the disposal of a 49% stake in Santander Bank Polska in January 2026.

The bank will adjust underlying results and management metrics related to activity affected by the Poland disposal and reclassify Cards into Retail while keeping its cards processing platform, Plard, within Payment Solutions (renamed from Payments). It will also refine definitions for cost of risk, non-performing loan ratios, and Spain RoTE, and update primary segment names by rebranding Consumer as Openbank and reshaping Wealth’s business line structure.

The company states these reporting changes do not alter Group attributable profit or the financial targets previously presented on 3 February 2026 and are intended to enhance transparency, comparability and alignment with how the business is managed ahead of its Investor Day on 25 February.

Banco Santander has approved a share buy-back programme of approximately €5,030 million, returning a large amount of capital to shareholders. The programme, authorised under resolutions from the March 2023 shareholder meeting, starts immediately.

About €1,830 million reflects around 25% of the Group’s underlying profit for the second half of 2025, in line with its policy of distributing roughly half of underlying profit via dividends and buybacks. An additional €3,200 million is an extraordinary buy-back, representing about 50% of CET1 capital generated from selling 49% of Santander Bank Polska to Erste Group. The bank notes the programme may be temporarily suspended or adapted, including in connection with its announced acquisition of Webster Financial Corporation, and any interruption, termination or modification will be communicated to regulators.

Banco Santander reported another year of record results for 2025, with attributable profit of €14,101 million, up 12%, and earnings per share of €0.91, up 17%. The customer base reached 180 million after adding eight million in the year.

Profitability strengthened, with return on tangible equity post-AT1 rising to 16.3% and the efficiency ratio improving to 41.2% as costs fell 1% in euros. Credit quality remained solid, with cost of risk at 1.15% and the non-performing loan ratio at 2.91%.

The CET1 capital ratio hit a record 13.5%, supporting a new €5 billion share buyback programme and a broader plan to distribute at least €10 billion from 2025–2026 earnings and excess capital. Since 2021, Santander will have returned €16.2 billion via buybacks, repurchasing about 18% of its shares.

Banco Santander delivered strong 2025 results while reshaping its portfolio. Attributable profit reached EUR 14,101 million, up 12% year-on-year, with Q4 profit of EUR 3,764 million. Total income was EUR 58,670 million and the efficiency ratio improved to 41.2%. Return on tangible equity (post-AT1) rose to 16.3%, and the phased-in CET1 capital ratio increased to 13.5%, with total capital at 17.8%. Credit quality remained solid, with a non-performing loan ratio of 2.91% and cost of risk of 1.15%.

The Group completed the Poland disposal on 9 January 2026, generating an estimated net capital gain of about EUR 1.9 billion and adding roughly 95 basis points to CET1, equivalent to around EUR 6 billion. Santander plans to devote about half of this CET1 uplift to accelerate extraordinary share buybacks. It also agreed to acquire TSB for GBP 2.65 billion and Webster Financial for USD 12.2 billion, and announced the merger of Openbank with Santander Consumer Finance to unify European consumer finance under the Openbank brand.

Banco Santander, S.A. has furnished a Form 6-K that includes its FY 2025 earnings presentation and information related to the planned acquisition of Webster Financial Corporation. The materials highlight record results for the fourth consecutive year, with double-digit profit growth in 2025 and around 8 million new customers.

The presentation emphasizes strong operating performance, improved profitability and a stronger balance sheet supported by robust credit quality and organic capital generation. It also references the previously announced sale of a 49% stake in Santander Bank Polska to Erste Group and provides extensive cautionary language on forward-looking statements and the Webster transaction, directing investors to an upcoming F-4 registration statement and proxy statement/prospectus.

Banco Santander plans to acquire Webster Financial Corporation, parent of Webster Bank, in a cash-and-stock deal valuing Webster at $12.2 billion, or $75.00 per share. The offer reflects a 14% premium to Webster’s recent volume‑weighted average price.

The consideration mix is 65% cash and 35% newly issued Santander shares, implying a price‑to‑earnings multiple of 10x Webster’s consensus 2028 earnings, or 6.8x after projected cost savings. Santander targets around 7–8% earnings accretion and an approximate 15% return on invested capital from the transaction.

Post‑completion, Santander expects its U.S. business to reach about $327 billion in assets, $185 billion in loans and $172 billion in deposits, based on figures as of 31 December 2025. Management is forecasting roughly $800 million of annual pre‑tax cost synergies by year‑end 2028 and an efficiency ratio below 40% in the U.S.

Santander aims for around 18% RoTE in the U.S. and above 20% RoTE for the Group by 2028. The deal is described as equivalent to about 4% of Santander’s assets and is self‑funded through excess capital and future capital generation, while maintaining previously announced shareholder remuneration plans, including a planned €5 billion share buyback. Closing is expected in the second half of 2026, subject to customary regulatory and shareholder approvals.

Banco Santander, S.A. has announced that it will disclose its financial results for 2025 on 4 February 2026. The bank will hold an audio conference presentation for analysts at 10:00 a.m. Madrid time, accessible through its corporate website.

The related documentation will be released beforehand via a communication to the CNMV and on the bank’s website. A separate presentation for media will take place at 12:00 p.m. Madrid time at Ciudad Grupo Santander in Boadilla del Monte, with attendance possible in person or by videoconference.

Banco Santander has completed and registered a new capital reduction linked to its share buyback programmes. On 30 December 2025, the bank reduced its share capital by EUR 98,002,935 through the cancellation of 196,005,870 treasury shares, representing about 1.32% of its share capital. Following this reduction, total share capital stands at EUR 7,344,659,751, divided into 14,689,319,502 shares with a nominal value of EUR 0.50 each, all in a single class with equal rights.

The bank notes that, after completing nine buyback programmes carried out since 2021, the accumulated capital reduction reaches EUR 1,325,660,900, with 2,651,321,800 shares repurchased and cancelled over that period. This cumulative figure corresponds to approximately 15.3% of Banco Santander’s outstanding shares as of 2021, indicating a substantial multi‑year return of capital to shareholders through buybacks and subsequent cancellations.

Banco Santander, S.A. reports further progress on its share buyback programme, stating that it has purchased shares for a cash amount of 1,624,325,614 euros, which is approximately 95.6% of the programme’s maximum investment amount. The bank explains that, with these purchases, it has repurchased about 15.2% of its outstanding shares as of 2021.

Between 11 and 17 December 2025, Banco Santander bought a total of 12,100,000 shares on trading venues including XMAD, CEUX, TQEX and AQEU, disclosing a weighted average price for each venue and day. The update confirms that these transactions form part of the Board of Directors’ previously approved buyback programme announced on 30 July 2025, with detailed trade-level data made available in an annex.