Santander cancels 150.6 million shares after repurchasing 1.825 billion

Banco Santander has redeemed 150,595,100 treasury shares and has reduced its share capital by 75,297,550 euros. The agreement was adopted by the entity’s executive committee on November 4, 2026, and is published in the Official Gazette of the Mercantile Registry (Boletín Oficial del Registro Mercantil) number 214, dated November 6, 2026, Second Section, pages 7274-7275, with reference BORME-C-2026-5866. Following the operation, the capital of Spain’s largest bank is set at 7,202,943,850.50 euros.

The reduction is executed under Article 319 of the Capital Companies Act (Ley de Sociedades de Capital) and the agreement of the ordinary general shareholders’ meeting held on the second call on March 27, 2026, under item 2ºC of its agenda. That mandate authorized the reduction of capital up to a maximum amount of 734,465,975 euros, through the redemption of a maximum of 1,468,931,950 shares with a nominal value of fifty cents each, and empowered the board of directors—with the express possibility of delegating to the executive committee or to directors with delegated powers—to execute the operation and declare it closed.

The actual execution is well below that ceiling: 75.3 million euros compared to the maximum authorized 734.5 million, and 150.6 million shares compared to the planned 1,468.9 million.

The buyback program: 1.825 billion in just over two months

In execution of that mandate, the board of directors approved in its session on August 10, 2026, a treasury share buyback program for a maximum amount of 1.825 billion euros. The program took place between August 24 and October 28, 2026, and concluded on the latter date upon reaching the maximum approved amount, with 150,595,100 shares acquired, representing approximately 1.03% of the share capital.

• Program start: August 24, 2026, following the inside information communication on August 10.
• Closing: October 28, 2026, communicated to the market as other relevant information.
• European Central Bank authorization: July 20, 2026, to implement the program and execute the capital reduction.

What changes in the capital and earnings per share

The resulting share capital amounts to 7,202,943,850.50 euros, represented by 14,405,887,701 shares with a nominal value of fifty euro cents each, all of the same class and series. The purpose declared by the entity is the redemption of the acquired treasury shares, thereby contributing to shareholder remuneration through the increase in earnings per share inherent in the decrease in the number of shares. The reduction has not involved the return of contributions, as the bank itself was the holder of the redeemed shares.

Charged to the share premium reserve, a reserve for amortized capital of 75,297,550 euros has been established, which may only be disposed of under the same requirements demanded for the reduction of share capital, pursuant to article 335 c) of the Capital Companies Act; for this reason, creditors are not granted the right of opposition under article 334. Since it is a credit institution and the remaining requirements of the first additional provision of Law 10/2014, of June 26, are met, the consent of the bondholders’ syndicates for the outstanding bond and debenture issues is also not required.

Exclusion from trading and signing of the announcement

The bank will request the exclusion from trading of the amortized shares on the Spanish and foreign stock exchanges and securities markets where its securities are listed, as well as the cancellation of the corresponding accounting records before the competent bodies. The announcement, also available on the entity’s corporate website, was signed in Boadilla del Monte on November 4, 2026, by the secretary of the board of directors, Jaime Pérez Renovales.

For the shareholder, the operation reduces the number of outstanding securities by approximately 1.03% without altering their relative stake, and mechanically increases the earnings per share and per-security metrics, which is the stated objective of remuneration via repurchase and amortization. The published figure also leaves a theoretical margin of 659.2 million euros within the maximum authorized by the March meeting, and confirms that the authorization from the European Central Bank covered both the repurchase and the amortization, two steps that the mercantile registry requires to be documented separately.

Source: Official Gazette of the Mercantile Registry, no. 214, November 6, 2026, Second Section, pp. 7274-7275 (official reference: BORME-C-2026-5866).