Banco Santander, S.A. filed a Form 6-K with the SEC on November 12, 2026, announcing a 5% increase in the exchange ratio for its intended voluntary exchange offer to acquire the outstanding minority shares of Santander Brasil.

Key Highlights

  • Revised exchange ratio: Holders of each Santander Brasil unit or ADS would now receive 0.4260 newly issued Banco Santander shares, up from the 0.4056 announced on July 30, 2026.
  • Common and preferred share ratio: Each common share or preferred share of Santander Brasil would receive 0.2130 newly issued Banco Santander shares, up from 0.2028.
  • Dividend-adjusted ratios as of November 12, 2026: After adjusting for dividends paid since July 30, 2026, the ratios stand at 0.4246 per unit or ADS, 0.2124 per common share, and 0.2122 per preferred share.
  • Maximum consideration: Assuming full acceptance, the maximum consideration would be approximately €1.9 billion, based on the November 11, 2026 closing market price, according to the filing.
  • New shares to be issued: Full acceptance of the offer would result in the issuance of approximately 166 million new Banco Santander shares, equivalent to approximately 1.1% of current share capital.
  • Shareholder vote planned: Banco Santander expects to hold an extraordinary general shareholders' meeting on December 15, 2026 to approve the corresponding capital increases.
  • Targeted minority stake: The offer covers approximately 10% of Santander Brasil's share capital not already owned by Banco Santander.

Banco Santander Increases Brasil Offer Terms After Stakeholder Feedback

According to the filing, Banco Santander decided to enhance the terms of its voluntary offer - originally announced on July 30, 2026 - to acquire all issued and outstanding common shares, preferred shares, units, and American Depositary Shares of Santander Brasil that it does not already own. The company disclosed that the decision to raise the exchange ratio by 5% followed "recent market developments and feedback from stakeholders." The offer covers concurrent exchange offers in both Brazil and the United States.

The filing states that the newly issued Banco Santander shares will continue to be delivered in the form of Brazilian Depositary Receipts (BDRs) or ADSs, as applicable, tradable on the Sao Paulo stock exchange and the New York Stock Exchange, respectively. The exchange ratios are subject to certain adjustments for events occurring between July 30, 2026, and the expiration of the offer, including potential dividends, interest on equity, share bonuses, and stock splits or reverse stock splits. The filing notes that share buybacks conducted during that period will not cause adjustment of the exchange ratio.

Regarding expected financial impact, the filing states that "considering the revised terms of the offer, the transaction is expected to increase earnings per share by approximately 0.3% from 2029 and tangible book value per share by approximately 0.6%." The company characterized the transaction as "capital neutral." The commencement of the offer remains subject to customary conditions, including relevant regulatory approvals, shareholder approval of the capital increases, and the absence of any material adverse change. These statements are the company's own and are subject to its cautionary forward-looking language included in the filing.

What Was Disclosed

Banco Santander filed a 6-K on November 12, 2026, disclosing a 5% increase to the exchange ratio in its planned voluntary offer for Santander Brasil's minority shares, raising the per-unit ratio to 0.4260, with an expected extraordinary shareholders' meeting on December 15, 2026.