REG - Banco Santander S.A. - Capital reduction following completion of program

Banco Santander SAAnnouncement

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RNS Number : 6879M  Banco Santander S.A.  23 December 2025

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 (http://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's shares are listed, and
the cancellation of the book-entry records of the cancelled shares before the
competent bodies will both be requested.

Accumulated share capital reduction resulting from the buyback programmes

After the completion of the Buy-back Programme, which entails a share capital
reduction of the Bank's share capital by approximately 1.32%, once the 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.

Last transactions executed under the Programme

Moreover, pursuant to article 5 of Regulation (EU) no. 596/2014 on Market
Abuse of 16 April 2014, and articles 2.2 and 2.3 of Commission Delegated
Regulation (EU) 2016/1052, of 8 March 2016, the Bank informs, that it has
carried out the following transactions over its own shares between 18 and
22 December 2025 (both inclusive):

 Date        Security  Transaction  Trading venue  Number of shares  Weighted average price (€)
 18/12/2025  SAN       Purchase     XMAD           2,167,452         9.9182
 18/12/2025  SAN       Purchase     CEUX           260,324           9.9254
 18/12/2025  SAN       Purchase     TQEX           91,843            9.9419
 18/12/2025  SAN       Purchase     AQEU           180,381           9.9184
 19/12/2025  SAN       Purchase     XMAD           2,200,000         9.9613
 19/12/2025  SAN       Purchase     CEUX           356,040           9.9756
 19/12/2025  SAN       Purchase     TQEX           162,617           9.9733
 19/12/2025  SAN       Purchase     AQEU           181,343           9.9552
 22/12/2025  SAN       Purchase     XMAD           1,634,535         9.9700
 22/12/2025  SAN       Purchase     CEUX           158,206           9.9609
 22/12/2025  SAN       Purchase     TQEX           82,808            9.9665
 22/12/2025  SAN       Purchase     AQEU           130,321           9.9749
                                    TOTAL          7,605,870

 

 

Issuer name: Banco Santander, S.A. - LEI 5493006QMFDDMYWIAM13

 

Reference of the financial instrument: ordinary shares - Code ISIN
ES0113900J37

Detailed information of the transactions carried out within the referred
period is attached as Annex I.

 

 

 
                           Boadilla del Monte
(Madrid), 23 December 2025

ANNEX I

 

Detailed information on each of the transactions carried out within the
context of the Buy-back Programme between
(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-18-a-22-12-2025.pdf)
18
(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-18-a-22-12-2025.pdf)
/12/2025 and
(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-18-a-22-12-2025.pdf)
22
(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-18-a-22-12-2025.pdf)
/12/2025 (both inclusive).
(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-18-a-22-12-2025.pdf)

 

 

 

IMPORTANT INFORMATION

 

Not a securities offer

This document and the information it contains does not constitute an offer to
sell nor the solicitation of an offer to buy any securities.

Past performance does not indicate future outcomes

Statements about historical performance or growth rates must not be construed
as suggesting that future performance, share price or results (including
earnings per share) will necessarily be the same or higher than in a previous
period. Nothing in this document should be taken as a profit and loss
forecast.

 

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