Santander Holdings USA, Inc. Reports Material Event

Santander Holdings USA, Inc. (symbol: SNUS) is the issuer of record for a Form 8-K filing submitted to the SEC.

Rhea-AI Filing Summary

Santander Holdings USA, Inc. (symbol: SNUS) is the issuer of record for a Form 8-K filing submitted to the SEC.

Filing Explained

Series I preferred holders are scheduled to receive $25 per depositary share on October 15, 2026, plus a separate dividend; redemption is not yet completed.

A Form 8-K reports specified material events; here, SHUSA announces a planned redemption of all Series I preferred stock and its related depositary shares. If completed, the disclosed Series I interests would be redeemed for cash, changing the position of those preferred holders; the action is scheduled, not completed.

Each depositary share represents a 1/40th interest in one Series I preferred share. The filing identifies 135,000 outstanding preferred shares and 5,400,000 corresponding depositary shares, with a redemption price of $25.00 per depositary share.

The $25.00 redemption price excludes a previously declared regular quarterly dividend, which will be paid separately on October 15, 2026 to holders of record at the close of business on September 30, 2026. The depositary shares are held through DTC, with Broadridge acting as redemption agent.

The key milestone is October 15, 2026, when the filing says the redemption and separate dividend payment will occur; the filing does not place the redemption at a completed stage.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2026

Santander Holdings USA, Inc.

(Exact name of registrant as specified in its charter)

Virginia		1-16581		23-2453088
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

75 State Street, Boston, Massachusetts		02109
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 493-8219

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series H		SNUS PF H		New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I		SNUS PF I		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 8.01 Other Events

On September 15, 2026, Santander Holdings USA, Inc. announced that it will redeem all of the 135,000 outstanding shares of its Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I, and the corresponding 5,400,000 depositary shares (“Depositary Shares”), each representing a 1/40th interest in a share of the Series I Preferred Stock.

The redemption will occur on October 15, 2026. The Depositary Shares will be redeemed at a redemption price of $25.00 per Depositary Share. The redemption price does not include the regular quarterly dividend that was previously declared and that will be paid separately on October 15, 2026 to holders of record as of the close of business on September 30, 2026.

A copy of the press release announcing the redemption is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

				SANTANDER HOLDINGS USA, INC.
				By:		/s/ Gerard A. Chamberlain
Dated: September 15, 2026				Name:		Gerard A. Chamberlain
				Title:		Executive Vice President and Senior Deputy General Counsel

Exhibit 99.1

Santander Holdings USA, Inc. Announces Redemption of All Outstanding Depositary Shares Representing Interests in Its Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I

09/15/2026

BOSTON, Massachusetts—(BUSINESS WIRE)—Santander Holdings USA, Inc. (“SHUSA”) today announced that, on October 15, 2026, it will redeem all of the 135,000 outstanding shares of its Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I (“Series I Preferred Stock”), and the corresponding 5,400,000 depositary shares, NYSE: SNUS PF I, CUSIP 80282 K809 (“Depositary Shares”), each representing a 1/40^th interest in a share of the Series I Preferred Stock. The Depositary Shares will be redeemed at a redemption price of $25.00 per Depositary Share.

The redemption price does not include the regular quarterly dividend that was declared and will be paid separately in the customary manner on October 15, 2026 to holders of record at the close of business on September 30, 2026.

The Depositary Shares are held in book-entry form through the Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC for the Depositary Shares will be made by Broadridge Corporate Issuer Solutions, LLC as redemption agent. The address for Broadridge Corporate Issuer Solutions, LLC is 51 Mercedes Way, Edgewood, NY 11717, Attention: President.

About SHUSA

SHUSA is a wholly-owned subsidiary of Madrid-based Banco Santander, S.A. (NYSE: SAN) (“Santander”), recognized as one of the world’s most admired companies by Fortune Magazine in 2026, with more than 182 million customers in the United States, Europe and Latin America. SHUSA is the intermediate holding company for Santander’s five growing businesses in the United States. Santander’s U.S. presence consists of auto lending, retail and digital banking, commercial banking, corporate and investment banking, and wealth management businesses. In August 2026, Santander closed on its acquisition of Webster Financial Corporation and, indirectly, Webster Bank, N.A, creating a leading retail and commercial bank in the United States by assets with an expanded presence in the Northeast. In the U.S. market, Santander also is recognized as a top-10 auto lender and a top-10 multifamily bank lender and servicer, and operates one of the fastest growing digital banks, Openbank by Santander, as a division of Santander Bank, N.A. For more information about SHUSA, please visit www.santanderus.com.

MEDIA

Andrew Simonelli

mediarelations@santander.us

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 4.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 15.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 25.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.8 KB