Banco Santander Files 6-K Report

TL;DR

Santander filed a 6-K on 12/23/25, confirming 20-F annual reports. Standard compliance update.

AI Summary

Banco Santander, S.A. filed a Form 6-K on December 23, 2025, reporting information relevant to its operations. The filing indicates that the company is a foreign issuer and complies with the requirements of the Securities Exchange Act of 1934. It also confirms that Banco Santander, S.A. files annual reports under Form 20-F.

Why It Matters

This filing provides an update on Banco Santander's regulatory compliance and reporting status, which is important for investors tracking the company's adherence to SEC requirements.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (Form 6-K) that does not appear to contain new material financial information or significant corporate events.

Key Players & Entities

• Banco Santander, S.A. (company) — Registrant
• 001-12518 (company) — SEC File Number
• 20251223 (date) — Filing Date
• December, 2025 (date) — Reporting Period

FAQ

Filing Documents

• dp239059_6k.htm (6-K) — 38KB
• image_001.jpg (GRAPHIC) — 3KB
• 0000950103-25-016458.txt ( ) — 43KB

From the Filing

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of December, 2025 Commission File Number: 001-12518 Banco Santander, S.A. (Exact name of registrant as specified in its charter) Ciudad Grupo Santander 28660 Boadilla del Monte (Madrid) Spain (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F X Form 40-F Banco Santander, S.A. TABLE OF CONTENTS Item 1 Report of Other Relevant Information dated December 23, 2025 Item 1 Banco Santander, S.A. (the “ Bank ” or “ Banco Santander ”), in compliance with the securities market legislation, hereby communicates the following: OTHER RELEVANT INFORMATION Banco Santander share capital reduces by approximately 1.32% following completion of buy-back programme. Reference is made to our notice of inside information of 30 July 2025 (official registry number 2844) (the “ Buy-back Commencement Communication ”), relating to the buyback programme of own shares approved by the board of directors of Banco Santander (the “ Buy-back Programme ” or the “ Programme ”). The Bank informs that, after the last acquisitions mentioned below, the maximum investment provided for in the Buy-back Programme (i.e. EUR 1,700 million) has been reached, having acquired a total of 196,005,870 own shares, representing approximately 1.32% of the Bank’s share capital. The acquisition of shares under the Buy-back Programme has been communicated on a regular basis, pursuant to the provisions of Articles 2.2 and 2.3 of the Commission Delegated Regulation (EU) No. 2016/1052. As a consequence of the above, the Buy-back Programme has been terminated in accordance with the terms set out when it was announced. As disclosed in the Buy-back Commencement Communication, the purpose of the Programme was to reduce the Bank’s share capital by redeeming the shares acquired thereunder, which was authorised by the European Central Bank on 24 July 2025 (the “ Capital Reduction ”). The implementation of the Capital Reduction, which was approved at the Bank’s ordinary general shareholders’ meeting held on 4 April 2025 on second call under item 6 B of the agenda, has taken place at the meeting of the executive committee of the Bank held on 23 December 2025. As a result of the Capital Reduction, Banco Santander’s share capital has been reduced by EUR 98,002,935 through the cancellation of the aforementioned 196,005,870 own shares, each with a nominal value of EUR 0.5. Consequently, the Bank’s share capital has been set at EUR 7,344,659,751, represented by 14,689,319,502 shares, all of them of the same class and series. The purpose of the Capital Reduction is the cancellation of the own shares acquired under the Buy-back Programme, contributing to the remuneration of the Bank’s shareholders by increasing the profit per share, which is inherent to the decrease in the number of shares. The Capital Reduction does not entail the return of contributions to shareholders since the Bank is the owner of the cancelled shares. A reserve for amortised capital has been created with a charge to the share premium reserve for an amount equal to the nominal value of the cancelled shares (i.e. EUR 98,002,935), which may only be used under the same conditions as those required for the reduction of the share capital, pursuant to the provisions of Article 335 c) of the Spanish Companies Law. Consequently, in accordance with the provisions of such Article, the Bank’s creditors are not be afforded the right of objection referred to in Article 334 of the same Law. For purposes of the provisions of Article 411 of the Spanish Companies Law and in accordance with Additional Provision One of Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, it is hereby stated for the record that, as the Bank is a credit institution and the other requirements set forth in the aforementioned Additional Provision are met, the consent of the bondholder syndicates for the outstanding debenture and bond issues is not required for the implementation of the reduction. The announcements of the Capital Reduction will be published in the Official Gazette of the Spanish Commercial Registry and on the Bank’s corporate website (www.santander.com) in the coming days. Thereafter, the public deed regarding the corporate resolutions on the Capital Reduction and amendment of the Bank’s By-laws will be granted and subsequently registered with the Commercial Registry of Santander. In addition, the delisting of the 196,005,870 cancelled shares from the Spanish and foreign stock exchanges or stock markets on which the Bank&rsquo

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View this 6-K filing on SEC EDGAR