Santander reduces capital after 5.030 billion buyback

Banco Santander, S.A. has announced the execution of the reduction of its share capital by 231,341,569.50 euros through the cancellation of 462,683,139 treasury shares, following the completion of its share buyback program. The announcement is published in the Official Gazette of the Mercantile Registry (Boletín Oficial del Registro Mercantil) number 170, dated September 3, 2026, pages 6066 and 6067, with reference BORME-C-2026-4861.

The operation stems from the agreement adopted by the bank’s general shareholders’ meeting, held on second call on March 27, 2026, under item 2B of its agenda. In compliance with Article 319 of the Capital Companies Act (Ley de Sociedades de Capital), the meeting authorized the reduction of capital up to a maximum amount of 663,227,913 euros through the cancellation of up to 1,326,455,826 treasury shares, each with a nominal value of fifty euro cents.

The buyback program

The buyback program was approved by the board of directors in its session on February 3, 2026, and took place between February 4 and August 21, 2026. On the latter date, it concluded upon reaching the maximum planned investment:

• 5.030 billion euros in total investment.
• 462,683,139 treasury shares acquired.
• Approximately 3.08% of the share capital.

The start and completion of the program were communicated to the market via the inside information disclosure of February 4, 2026, and the disclosure of other relevant information on August 21, 2026. On February 2, 2026, the mandatory authorizations from the European Central Bank were obtained for the implementation of the program and the execution of the reduction.

Execution and resulting capital

On September 1, 2026, the executive committee, under the delegation of powers granted by the board of directors in its meeting on March 27, 2026, ratified the completion of the program and executed the reduction in the amount of 231,341,569.50 euros, leaving the operation closed and executed. Following the cancellation, the resulting share capital is set at:

• 7,278,241,400.50 euros of share capital.
• 14,556,482,801 shares with a nominal value of fifty euro cents, all of the same class and series.

Purpose and effects for creditors

The purpose of the reduction is the cancellation of the acquired treasury shares, contributing to shareholder remuneration by increasing earnings per share, which is inherent to the decrease in the number of shares. The operation did not involve the return of contributions, as the bank itself was the holder of the cancelled shares.

A reserve for amortized capital has been established, charged against the share premium reserve, in an amount equal to the nominal value of the amortized shares; this reserve may only be used under the same requirements demanded for the reduction of share capital, in application of Article 335 c) of the Capital Companies Act. Consequently, creditors are not granted the right of opposition under Article 334 of the same law, and, as it is a credit institution, the consent of the bondholders’ syndicates is not required pursuant to the First Additional Provision of Law 10/2014, of June 26, on the organization, supervision, and solvency of credit institutions.

The bank will also request the exclusion of the amortized shares from trading on Spanish and foreign stock exchanges or securities markets, and the cancellation of the corresponding accounting records before the competent bodies. The announcement, signed by the secretary of the board of directors, Jaime Pérez Renovales, in Boadilla del Monte on September 1, 2026, is available on the bank’s corporate website.

The operation reinforces the shareholder remuneration policy of the largest Spanish bank at a time of strong capital generation, and its impact will be reflected in the share price and earnings per share of the securities remaining in circulation.

Source: Official Gazette of the Mercantile Registry, no. 170, September 3, 2026, Second Section – Announcements and legal notices, pp. 6066-6067 (official reference: BORME-C-2026-4861).