Banco Santander, S.A. filed a Form 425 on November 12, 2026, announcing a 5% increase in the exchange ratio for its intended voluntary exchange offer to acquire all outstanding minority shares of Banco Santander (Brasil) S.A. not already owned by Santander.

Key Highlights

  • Revised exchange ratio: Holders of each Santander Brasil unit or ADS will now receive 0.4260 newly issued Banco Santander shares, up from 0.4056 announced on 30 July 2026.
  • Common and preferred shares: Each Santander Brasil common or preferred share will receive 0.2130 newly issued Banco Santander shares, up from 0.2028.
  • Dividend-adjusted ratios as of November 12, 2026: 0.4246 per unit or ADS, 0.2124 per common share, and 0.2122 per preferred share.
  • Maximum consideration: Assuming full acceptance, Banco Santander would issue approximately 166 million new shares, equivalent to approximately 1.1% of its current share capital, with maximum consideration of approximately €1.9 billion based on the November 11, 2026 closing market price.
  • Shareholder vote: An extraordinary general shareholders' meeting to approve the corresponding capital increases is expected to be held on 15 December 2026.
  • Subject company stake: The offer targets approximately 10% of Santander Brasil's share capital not already owned by Banco Santander.

Santander Enhances Santander Brasil Offer Terms Following Market Developments

According to the filing, Banco Santander decided to enhance the terms of its originally announced July 30, 2026 voluntary offer following "recent market developments and feedback from stakeholders." The offer covers all issued and outstanding common shares, preferred shares, units, and American Depositary Shares of Banco Santander (Brasil) S.A. that Banco Santander does not already own, representing approximately 10% of Santander Brasil's share capital. The exchange offers are intended to run concurrently in Brazil and the United States.

The filing states that the revised exchange ratio represents a 5% increase over the previously announced terms. After adjusting for dividends already paid by both Banco Santander and Santander Brasil since July 30, 2026, the exchange ratios as of November 12, 2026 are 0.4246 Banco Santander shares per unit or ADS, 0.2124 per common share, and 0.2122 per preferred share of Santander Brasil. The filing notes that the Banco Santander shares will be delivered in the form of Brazilian Depositary Receipts (BDRs) or ADSs, tradable on the São Paulo stock exchange and the New York Stock Exchange, respectively.

The filing discloses that 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%," and is described as "capital neutral." The commencement of the offer remains subject to customary conditions, including relevant regulatory approvals, shareholder approval of the capital increases at the extraordinary general meeting expected on December 15, 2026, and the absence of any material adverse change. These statements are the company's own and are subject to the cautionary forward-looking language included in the filing.

What Was Disclosed

Banco Santander, S.A. filed a Form 425 disclosing a 5% increase in the exchange ratio for its intended voluntary offer for minority shares of Santander Brasil, raising the ratio to 0.4260 Banco Santander shares per unit or ADS and 0.2130 per common or preferred share, with an expected shareholder vote on December 15, 2026.