If You Invested in Banco Santander (BCDRF)

BANCO SANTNDR NEW REG SHS (BCDRF) represents shares of Banco Santander, S.A. referenced in U.S. regulatory filings. Banco Santander, S.A. is repeatedly identified in its SEC reports as the “Bank” or “Banco Santander” and files as a foreign private issuer under Form 20-F. The company provides information to investors through current reports on Form 6-K under the Securities Exchange Act of 1934.

According to multiple Form 6-K filings, Banco Santander, S.A. has its principal executive offices in Boadilla del Monte (Madrid), Spain. The filings describe it as a credit institution, and its ordinary shares are identified with ISIN code ES0113900J37. The 6-K reports are submitted pursuant to Rule 13a-16 or 15d-16 and cover matters defined as "other relevant information" under applicable securities market legislation.

Share capital and buyback activity

The available filings focus on Banco Santander’s share capital structure and share buyback programmes. In a report of other relevant information dated December 23, 2025, the bank states that its share capital was reduced by EUR 98,002,935 through the cancellation of 196,005,870 own shares, representing approximately 1.32% of its share capital. Following this reduction, the bank reports that its share capital was set at EUR 7,344,659,751, represented by 14,689,319,502 shares with a nominal value of EUR 0.50 each, all of the same class and series.

The same filing explains that this reduction followed a buyback programme of own shares approved by the board of directors, with a maximum investment amount of EUR 1,700 million. The purpose of the programme, as stated in the filing, was to reduce the bank’s share capital by redeeming the shares acquired, contributing to shareholder remuneration by increasing profit per share through a decrease in the number of shares. The bank notes that the programme was authorised by the European Central Bank and approved at its ordinary general shareholders’ meeting under a specific agenda item.

Banco Santander’s filings also describe the creation of a reserve for amortised capital with a charge to the share premium reserve, equal to the nominal value of the cancelled shares, in accordance with Article 335 c) of the Spanish Companies Law. The bank records that, as a credit institution, and given the conditions set out in relevant Spanish legislation, the consent of bondholder syndicates was not required for the implementation of the capital reduction.

Ongoing buyback reporting

Several 6-K reports dated in December 2025 provide detailed weekly updates on transactions executed under the buyback programme. These filings list purchases of the bank’s own ordinary shares (security code SAN, ISIN ES0113900J37) across trading venues such as XMAD, CEUX, TQEX and AQEU, including the number of shares purchased and the weighted average price in euros for each trading day.

In these reports, Banco Santander discloses the cumulative cash amount invested in the buyback programme and the percentage this represents of the maximum investment amount. The filings also indicate the approximate percentage of the bank’s outstanding shares (as of 2021) that have been repurchased through the various buyback programmes carried out since 2021, and they confirm that detailed transaction information is provided in annexes referenced in the documents.

Capital reduction history

The filings state that, once nine buyback programmes carried out against results since 2021 have been completed, the accumulated share capital reduction amounts to EUR 1,325,660,900, with the bank having repurchased 2,651,321,800 shares since 2021, approximately 15.3% of its outstanding shares as of that date. A 6-K dated December 30, 2025 records that the public deed of capital reduction and consequent bylaw amendment was registered with the Commercial Registry of Santander, confirming the updated share capital and number of shares.

The documents further note that announcements of the capital reduction would be published in the Official Gazette of the Spanish Commercial Registry and on the bank’s corporate website, and that the delisting of the cancelled shares from Spanish and foreign stock exchanges or stock markets, as well as the cancellation of book-entry records, would be requested from the competent bodies.

Transactions involving subsidiaries

In a separate Form 6-K report of other relevant information dated December 2, 2025, Banco Santander announces the completion of an accelerated placement of 3,576,626 ordinary shares of its subsidiary Santander Bank Polska S.A., representing approximately 3.5% of that subsidiary’s existing share capital, at a specified price per share in Polish zloty. The filing explains that, following this placement and the envisaged sale of approximately 49% of Santander Bank Polska to Erste Group Bank AG announced earlier in 2025, Banco Santander will hold approximately 9.7% of shares in Santander Bank Polska.

The same document states that Banco Santander intends to remain present in the Polish market through Santander Consumer and through a planned strategic collaboration with Erste focused on Corporate & Investment Banking and access to Santander’s payments platforms. It also notes that the remaining shares in Santander Bank Polska held by Banco Santander will be subject to a post-closing lock-up period, subject to customary exemptions, and that settlement of the placement is expected on a T+2 basis on a specified date.

Regulatory and disclosure framework

Across these filings, Banco Santander emphasises compliance with securities market legislation, including Regulation (EU) No. 596/2014 on Market Abuse and Commission Delegated Regulation (EU) 2016/1052 regarding buyback programmes. The bank clarifies that the documents do not constitute an offer to sell or a solicitation to buy securities and that statements about historical performance or growth rates should not be interpreted as forecasts of future performance.

For investors reviewing BANCO SANTNDR NEW REG SHS (BCDRF), these filings highlight key aspects of Banco Santander’s share capital management, including buyback activity, capital reductions, and transactions involving subsidiaries. The information is presented through official reports of other relevant information filed with both the Spanish National Securities Market Commission and the U.S. Securities and Exchange Commission.