Published
# Banco Santander (SAN): material events since the H1 2026 results Coverage: Santander's Form 6-K reports furnished to the SEC from 22 July 2026 (first-half results) through 14 October 2026. Santander reports in euros (and quotes UK amounts in pounds); every money amount below is converted to US dollars, at the exchange rate on the date of the event for transactions and at the period-average rate for results. Each American Depositary Share represents one ordinary share, so per-share amounts are also per ADS. ## Filings that contain financial statements - **H1 2026 interim condensed consolidated financial statements (SEC version)**: 6-K filed 24 July 2026, accession 0000891478-26-000078. Unaudited IFRS statements for the six months ended 30 June 2026, with comparatives: consolidated balance sheet (30 June 2026 vs 31 December 2025), income statement, statement of recognised income and expense, statement of changes in total equity and statement of cash flows (six months to 30 June 2026 vs 2025), with explanatory notes. Part 2 adds condensed parent-company-only balance sheet, income statement and comprehensive income. This is the fullest statutory source for the period. - **H1 2026 half-yearly financial report**: 6-K filed 24 July 2026, accession 0000891478-26-000076. The same management report as the 22 July version (below), plus the full condensed consolidated statements listed above (a translation of the Spanish-language statements), principal risks and Bank of Spain disclosures. - **H1 2026 financial report**: 6-K filed 22 July 2026, accession 0000891478-26-000071. Key consolidated data and statutory and underlying income statements with Q2 2026, Q1 2026, H1 2026, H1 2025 and full-year 2025 columns, a summary balance sheet, segment tables and alternative performance measure reconciliations. It omits the full statements and notes that the 24 July report carries. - **H1 2026 results press release**: 6-K filed 22 July 2026, accession 0000891478-26-000069. Underlying income statement for H1 2026 and Q2 2026, with year-on-year changes. These are management (underlying) figures, not statutory statements. - The H1 2026 earnings presentation (6-K filed 22 July 2026, accession 0000891478-26-000073) carries rounded underlying and constant-currency figures and six-quarter series. It contains no financial statements. ## Results **22 July 2026: first-half 2026 results.** Underlying attributable profit was $8.54 billion for H1 2026, up 15% in euro terms, and $4.38 billion in Q2 2026, up 17%. Statutory attributable profit was $10.46 billion for the half, up 31%. That figure includes a $2.22 billion net capital gain on the Poland disposal booked in Q1 2026, partly offset by $290.80 million of TSB integration restructuring costs in Q2. Q2 2026 statutory attributable profit was $4.09 billion. The CET1 ratio was 14.0% at 30 June 2026 after a -55 basis point effect from the TSB acquisition. The bank reaffirmed its 2026 revenue, cost and profit targets, which exclude M&A: mid-single-digit revenue growth and lower costs in constant euros, and profit above 2025's $15.92 billion. It also kept its aim of a CET1 ratio of 12.8% to 13% at year-end, which already allows for the expected Webster acquisition. (6-K, accession 0000891478-26-000069; statements in 0000891478-26-000078) ## M&A **20 August 2026: Webster Financial acquisition completed.** Santander stated that "the Acquisition was completed on 20 August 2026 on the terms previously announced". The deal was agreed on 3 February 2026 at about $12.2 billion, or $48.75 in cash plus 2.0548 Santander shares for each Webster share. To pay the share portion, Santander issued 329,846,438 new shares at an effective price of $12.60 each, $4.16 billion in total. That was about 2.2% of share capital after the issue, taking capital to 15,019,165,940 shares. The capital increase deed was registered on 1 September 2026. The deal followed approvals from the OCC (12 June 2026), the ECB (21 July 2026) and the Federal Reserve Board (4 August 2026). Because the deal closed after 30 June, Webster is not in the H1 2026 statements. Those statements describe it as pending and estimate a CET1 impact of about -150 basis points, which the bank expected to take in the second half. (6-K, accessions 0000950103-26-011921, 0000950103-26-012672, 0000950103-26-013308; H1 report 0000891478-26-000078) **30 July 2026: proposed exchange offer for Santander Brasil minorities (announced, not yet launched).** Santander intends to offer its own newly issued shares for the roughly 10% of Banco Santander (Brasil) it does not own. The ratio is 0.4056 Santander shares per Santander Brasil unit or ADS, a 15% premium. The maximum value is about $2.20 billion, or about 156 million new shares (about 1.1% of capital), based on 30 July 2026 closing prices. There is no minimum acceptance condition and no delisting is sought. Before the offer can start, Santander needs regulatory approvals and shareholder approval of the capital increase. Santander expects the deal to add about 0.5% to earnings per share from 2028 and to be capital-neutral. (6-K, accession 0000950103-26-011481) **TSB (completed 30 April 2026; integration under way).** Santander bought TSB Banking Group from Banco Sabadell for $3.89 billion (GBP 2,867 million) in cash. TSB has been consolidated from 1 May 2026, adding about 4 million UK customers. Management targets at least $530.36 million of cost synergies (converted at the 30 June 2026 rate) and expects the legal merger in Q2 2027. No 6-K after the results reported further TSB developments. (H1 report, accession 0000891478-26-000078; presentation, 0000891478-26-000073) **Poland disposal (completed 9 January 2026).** Santander sold about 49% of Santander Bank Polska, plus 50% of the Polish asset manager, to Erste Group for $8.18 billion in total. It booked a $2.22 billion net gain in Q1 2026, which added about 95 basis points to CET1. Santander retains 9.7% of Santander Bank Polska. No 6-K after the results added anything. (H1 report, accession 0000891478-26-000078) ## Capital returns **21 August 2026: $5.88 billion buyback completed.** The buyback programme started on 4 February 2026 reached its maximum investment with the purchase of 462,683,139 shares (about 3.08% of capital). The programme combined $2.14 billion under the ordinary policy against H2 2025 results with a $3.74 billion extraordinary buyback that returns about half of the capital released by the Poland disposal. The shares were cancelled, and the capital reduction was registered on 9 September 2026. That left 14,556,482,801 shares outstanding. The bank says it has repurchased and cancelled about 18% of its 2021 share count. (6-K, accessions 0000950103-26-012763, 0000950103-26-013701; programme split from 0000891478-26-000078) **10 August 2026: new $2.11 billion buyback against H1 2026 results.** The programme is equal to about 25% of H1 underlying profit. Purchases began on 24 August 2026, with an indicative end date of 8 January 2027. Santander warned that it may have to suspend the programme during the Santander Brasil exchange offer's acceptance period. By 7 October 2026 it had spent $1.31 billion, about 64.4% of the maximum, according to weekly progress reports. (6-K, accessions 0000950103-26-012104, 0000950103-26-015335) **29 September 2026: interim cash dividend of $0.14 per share (12.7 euro cents as declared) against 2026 results.** The dividend equals about 25% of H1 2026 underlying profit. The ex-dividend date is 29 October 2026, the record date is 30 October and payment starts on 2 November 2026. The board restated its policy for 2026 to 2028: pay out about 50% of underlying profit, split roughly evenly between cash and buybacks for 2026, then about 35% in cash and 15% in buybacks from 2027 results, and return excess capital at the end of 2028. (6-K, accession 0000950103-26-014666) ## Funding and capital instruments **25 August 2026: $2.0 billion of senior non-preferred notes issued.** Santander issued $1.0 billion of 5.005% fixed-to-fixed notes due 2030 and $1.0 billion of 5.624% fixed-to-fixed notes due 2034. Net proceeds were about $1.994 billion. (6-K, accession 0001193125-26-365115) **14 September 2026: $1.5 billion of senior non-preferred notes redeemed.** The bank called all of its 1.722% Series 114 fixed-to-fixed notes due 2027 at par. (6-K, accession 0000950103-26-013322) **14 October 2026: call of $298.4 million of CoCo securities.** With ECB authorisation, Santander will redeem all of its 4.750% Series 10 non-cumulative contingent convertible Additional Tier 1 securities at par on 12 November 2026. The decision is irrevocable. (6-K, accessions 0000950103-26-015545, 0000950103-26-015568) ## Not yet reflected in SEC filings - No updated CET1 ratio or 2026 guidance reflecting the completed Webster acquisition has been furnished since the H1 results. The bank's own estimate of the Webster capital impact (about -150 basis points) dates from the July results and assumed the deal had not yet closed. - Third-quarter 2026 results had not been furnished as of 14 October 2026.