Santander Holdings issues Series J preferred at 7.271%

Santander Holdings USA, Inc. (SNUS) entered into a private placement with its parent, Banco Santander, S.A., under a Purchase Agreement dated August 25, 2026.

Rhea-AI Filing Summary

Santander Holdings USA, Inc. (SNUS) entered into a private placement with its parent, Banco Santander, S.A., under a Purchase Agreement dated August 25, 2026. The company issued and sold 500,000 shares of a new Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, each with a $1,000 liquidation preference, to Banco Santander on August 27, 2026.

Dividends on the Series J Preferred Stock accrue on a non-cumulative basis at 7.271% per annum on the $1,000 liquidation preference from August 27, 2026 to, but excluding, December 21, 2031, payable quarterly in arrears. Thereafter, for each Dividend Reset Period, the rate resets to the five-year U.S. Treasury rate plus 2.979%. The stock is perpetual with no maturity date. The company may redeem the shares at its option on any dividend payment date on or after December 21, 2031, or within 90 days following a regulatory capital treatment event, at $1,000 per share plus applicable unpaid dividends, subject to required prior approval from the Federal Reserve.

Filing Explained

Series J is now charter-authorized, but the issued shares remain unregistered and cannot be resold in the United States without registration or an exemption.

The Series J class is now charter-authorized: the company’s August 26 Articles of Amendment became effective on August 27, 2026, authorizing 500,000 shares.

A private placement is a sale to selected investors outside a public offering; here, the filing identifies Banco Santander, S.A. as the purchaser.

The issued Series J shares are unregistered, so they may not be offered or sold in the United States unless they are registered or an applicable exemption is available.

8-K Event Classification

3 items: 3.02, 5.03, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Series J Preferred Shares Issued: 500,000 shares Liquidation Preference per Share: $1,000 per share Initial Dividend Rate: 7.271% per annum +5 more

8 metrics

Series J Preferred Shares Issued 500,000 shares Shares of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, issued to Banco Santander, S.A.

Liquidation Preference per Share $1,000 per share Liquidation preference of each share of Series J Preferred Stock

Initial Dividend Rate 7.271% per annum From August 27, 2026 to but excluding December 21, 2031 on $1,000 liquidation preference

Dividend Spread Over Five-year U.S. Treasury 2.979% Margin added to five-year U.S. Treasury rate for Dividend Reset Periods from December 21, 2031

Redemption Price $1,000 per share Optional redemption price per share of Series J Preferred Stock, plus applicable unpaid dividends

Effective Date of Amendment August 27, 2026 Articles of Amendment adding Series J rights became effective on this date

Authorized Series J Preferred Shares 500,000 shares Number of authorized shares of Series J Preferred Stock created by the Amendment

First Dividend Reset Date December 21, 2031 Initial Dividend Reset Date and start of the first Dividend Reset Period

Key Terms

Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, liquidation preference, Dividend Reset Period, Dividend Reset Date, +2 more

6 terms

Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock financial

"a new series of its preferred stock, the Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J"

A fixed-rate reset non-cumulative perpetual preferred stock is a type of permanent equity that pays a set dividend for an initial period, then periodically resets that dividend to a new rate (usually tied to a market benchmark), has no maturity date, and does not accumulate unpaid dividends if the issuer skips payments. Think of it like a never-ending bond whose interest rate is fixed for a time then adjusted, but where missed payments are forgone rather than owed later. Investors care because it offers income with changing interest-rate exposure and higher risk than debt, including dependence on the issuer’s ability to pay and subordination behind creditors.

liquidation preference financial

"with a liquidation preference of $1,000 per share (the “Series J Preferred Stock”)"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

Dividend Reset Period financial

"“Dividend Reset Period” means the period from and including December 21, 2031"

Dividend Reset Date financial

"“Dividend Reset Date” means December 21, 2031 and each date falling on the fifth anniversary"

regulatory capital treatment event financial

"within 90 days following a regulatory capital treatment event (as defined in the Amendment)"

non-cumulative financial

"dividends on the Series J Preferred Stock will accrue on a non-cumulative basis at a rate of 7.271%"

Non-cumulative describes a type of dividend or payment right where any missed distributions are not tracked or owed later; if a company skips a payment, investors do not receive that skipped amount in the future. Think of it like a one-time coupon that expires if not used: it can boost potential income when paid, but offers no catch-up protection, so investors face greater income uncertainty and should price in higher risk or lower yield expectations.

FAQ

What security did SNUS issue in the August 2026 private placement?

Santander Holdings USA, Inc. issued 500,000 shares of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, each with a $1,000 liquidation preference, to Banco Santander, S.A. in a private placement completed on August 27, 2026.

What is the dividend rate on SNUS Series J Preferred Stock before the first reset date?

From August 27, 2026 to, but excluding, December 21, 2031, dividends on the Series J Preferred Stock accrue on a non-cumulative basis at 7.271% per annum on the $1,000 liquidation preference, payable quarterly in arrears when authorized and declared.

How is the dividend rate on SNUS Series J Preferred Stock determined after December 21, 2031?

From December 21, 2031 onward, for each Dividend Reset Period, dividends on the Series J Preferred Stock accrue at the five-year U.S. Treasury rate plus 2.979% on the $1,000 liquidation preference, payable quarterly in arrears when authorized and declared.

When and at what price can SNUS redeem the Series J Preferred Stock?

Santander Holdings USA, Inc. may redeem Series J on or after December 21, 2031 on any dividend payment date, in whole or in part, or within 90 days after a regulatory capital treatment event, at $1,000 per share plus applicable authorized, declared and unpaid dividends, subject to Federal Reserve approval.

Is the SNUS Series J Preferred Stock perpetual and can holders force redemption?

The Series J Preferred Stock has no maturity date and may remain outstanding indefinitely. Holders, including Banco Santander, S.A., have no right to require redemption or repurchase of the Series J Preferred Stock.

Was the SNUS Series J Preferred Stock registered under the Securities Act of 1933?

No. The Series J Preferred Stock issued to Banco Santander, S.A. has not been registered under the Securities Act of 1933. Santander Holdings USA, Inc. relied on the Section 4(a)(2) private placement exemption and similar state law exemptions.

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Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series H Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I false 0000811830 --12-31 0000811830 2026-08-25 2026-08-25 0000811830 snuspfh:DepositarySharesEachRepresentingA11000thInterestInAShareOfFixedRateResetNonCumulativePerpetualPreferredStockSeriesHMember 2026-08-25 2026-08-25 0000811830 snuspfh:DepositarySharesEachRepresentingA140thInterestInAShareOfFixedRateResetNonCumulativePerpetualPreferredStockSeriesIMember 2026-08-25 2026-08-25

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): August 27, 2026 (August 25, 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 3.02 Unregistered Sales of Equity Securities

On August 25, 2026, Santander Holdings USA, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with Banco Santander, S.A. (“BSSA”) pursuant to which the Company agreed to issue and sell (the “Private Placement”) to BSSA 500,000 shares (the “Shares”) of a new series of its preferred stock, the Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, without par value and with a liquidation preference of $1,000 per share (the “Series J Preferred Stock”). On August 27, 2026, the Company consummated the Private Placement and issued 500,000 shares of Series J Preferred Stock to BSSA. The terms of the Series J Preferred Stock are described below under Item 5.03 of this Current Report on Form 8-K.

The shares of Series J Preferred Stock issued by the Company under the Purchase Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company relied and will rely on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and on similar exemptions under applicable state laws. The disclosures in this Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein or in the Purchase Agreement, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 26, 2026, in connection with the Purchase Agreement, the Company filed Articles of Amendment (the “Amendment”) with the Secretary of State of the Commonwealth of Virginia amending the Company’s existing Articles of Incorporation by adding to Article III the rights, preferences, privileges, qualifications, restrictions and limitations of the Company’s newly created Series J Preferred Stock, consisting of 500,000 authorized shares. The Amendment was accepted on August 26, 2026, and became effective on August 27, 2026. The description of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Dividends on the Series J Preferred Stock will be payable when, as and if authorized by the Company’s board of directors or a duly authorized committee thereof and declared by the Company out of legally available funds. From and including August 27, 2026, to but excluding December 21, 2031, dividends on the Series J Preferred Stock will accrue on a non-cumulative basis at a rate of 7.271% per annum on the liquidation preference of $1,000 per share, payable quarterly in arrears. From and including December 21, 2031, for each Dividend Reset Period, dividends on the Series J Preferred Stock will accrue on a non-cumulative basis at the five-year U.S. Treasury rate as of the most recent reset dividend determination date (as defined in the Amendment) plus 2.979% on the liquidation preference of $1,000 per share, payable quarterly in arrears. “Dividend Reset Period” means the period from and including December 21, 2031 to, but excluding, the next following Dividend Reset Date and thereafter each period from and including each Dividend Reset Date to, but excluding, the next following Dividend Reset Date. “Dividend Reset Date” means December 21, 2031 and each date falling on the fifth anniversary of the preceding Dividend Reset Date, in each case regardless of whether such day is a business day.

The Series J Preferred Stock does not have a maturity date, and the Company is not required to redeem the Series J Preferred Stock. Accordingly, the Series J Preferred Stock will remain outstanding indefinitely, unless and until the Company decides to redeem it pursuant to the terms of the Series J Preferred Stock set forth in the Amendment. The Company may redeem the Series J Preferred Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date (as defined in the Amendment) on or after December 21, 2031 or (ii) in whole but not in part, within 90 days following a regulatory capital treatment event (as defined in the Amendment), at a redemption price equal to $1,000 per share, plus any authorized, declared and unpaid dividends in any prior dividend period (as defined in the Amendment) and, solely in the case of a redemption following a regulatory capital treatment event, the pro-rated portion of unpaid dividends, whether or not declared, for the dividend period in which such redemption occurs. BSSA or any other future holder of Series J Preferred Stock will not have the right to require the redemption or repurchase of the Series J Preferred Stock. Any redemption of the Series J Preferred Stock is subject to the Company’s receipt of any required prior approval by the Board of Governors of the Federal Reserve System or other successor regulatory authority (the “Federal Reserve”) and to the satisfaction of any conditions set forth in the capital standards, guidelines or regulations of the Federal Reserve applicable to redemption of the Series J Preferred Stock.

The foregoing description of the terms of the Series J Preferred Stock is qualified in its entirety by reference to the full text of the Amendment, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Articles of Amendment to the Amended and Restated Articles of Incorporation
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: August 27, 2026				Name:		Gerard A. Chamberlain
				Title:		Executive Vice President and Senior Deputy General Counsel

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 60.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 24.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.9 KB