Banco Santander, S.A. filed a Form 6-K with the SEC on October 28, 2026, disclosing the completion of its buy-back programme and the forthcoming cancellation of 150,595,100 own shares, reducing the Bank's share capital by approximately 1.03%.

Key Highlights

  • Programme ceiling reached: The maximum investment of EUR 1,825 million was fully deployed, with a total of 150,595,100 own shares acquired, representing approximately 1.03% of the Bank's share capital.
  • Share capital after cancellation: Following the Capital Reduction, Banco Santander's share capital will be set at EUR 7,202,943,850.50, represented by 14,405,887,701 shares.
  • Nominal value of cancelled shares: The 150,595,100 shares carry a nominal value of EUR 0.5 each, for a total nominal reduction of EUR 75,297,550.
  • Accumulated repurchases since 2021: Across eleven buy-back programmes carried out against results since 2021, the Bank has repurchased 3,264,600,039 shares, approximately 18.8% of its outstanding shares as of November 2021, with accumulated share capital reduction of EUR 1,632,300,019.50.
  • ECB authorisation: The Capital Reduction was authorised by the European Central Bank on 20 July 2026 and approved at the Bank's ordinary general shareholders' meeting held on 27 March 2026.
  • Final week of transactions: Between 22 and 28 October 2026 (both inclusive), the Bank purchased a total of 31,295,100 shares across multiple trading venues, including XMAD, CEUX, TQEX, and AQEU.

Banco Santander Closes Buy-back Programme and Prepares Capital Reduction

According to the filing, the Buy-back Programme was launched following a notice of inside information dated 10 August 2026 (official registry number 3336), with the board of directors having approved it. The Bank disclosed that the programme has now been terminated after reaching the maximum investment of EUR 1,825 million. The shares acquired, totalling 150,595,100, will be cancelled under the Capital Reduction, which the filing states "is expected to take place soon."

The filing explains that 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 Bank stated that the Capital Reduction "will not entail the return of contributions to shareholders since the Bank is the owner of the shares to be cancelled." A reserve for amortised capital is expected to be created with a charge to the share premium reserve equal to EUR 75,297,550, the nominal value of the cancelled shares.

The filing also noted that, because the Bank is a credit institution and meets the requirements of Additional Provision One of Law 10/2014, "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. The delisting of the 150,595,100 cancelled shares from Spanish and foreign stock exchanges will also be requested. The filing was signed by Pedro de Mingo Kaminouchi, Head of Corporate Compliance, on October 28, 2026. The Bank's shares trade under ISIN ES0113900J37 (NYSE:SAN).

What Was Disclosed

Banco Santander reported via Form 6-K the completion of its EUR 1,825 million buy-back programme covering 150,595,100 shares, the pending Capital Reduction reducing share capital to EUR 7,202,943,850.50, and detailed share purchase transactions executed between 22 and 28 October 2026.