6-K - Banco Santander, S.A. | StockGist

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Banco Santander, S.A. held its General Shareholders' Meeting on March 27, 2026, where shareholders approved the 2025 financial statements, a final dividend, and authorized a share capital increase for the acquisition of Webster Financial Corporation. The meeting also approved a share buyback program and re-elected the external auditor.

Key Takeaways

1Shareholders approved the allocation of 2025 separate profit of EUR 11,113,251,675, with EUR 3,519,738,223.53 allocated to dividends.

2A final supplementary dividend of 12.5 euro cents gross per share is payable in cash from May 5, 2026, with an estimated total of EUR 1,821,058,805.75.

3Shareholders authorized a share capital increase of up to EUR 167,404,608 through issuance of 334,809,216 new shares as consideration for acquiring Webster Financial Corporation shares.

4A share buyback program with a maximum amount of EUR 5,030 million was approved, authorizing the acquisition of up to 1,326,455,826 own shares for cancellation.

5PricewaterhouseCoopers Auditores, S.L. was re-elected as external auditor for the 2026 financial year and appointed as verifier of sustainability information.

6The board of directors was authorized to issue convertible securities up to EUR 10,000 million within a 5-year period.

Current Report Details

Event Type

Securities Issuance

Disclosure

Voluntary

Variant

6-K

Items Reported

6-K

Current Report on Form 6-K

Securities Issuance

Results of Operations

Financial year ended 31 December 2025

Metric	Value	Basis	Prior Period
Separate profit	$11.11B

Capital Return

Dividend/Share

0.125

Payable Date

2026-05-05

Buyback Auth.

Maximum amount EUR 5,030 million for up to 1,326,455,826 shares

Executive & Director Changes

Ms Deborah Stern Vieitas

director

appointed

N/A

Ms Sol Daurella Comadrán

director

re-elected

N/A

Ms Gina Díez Barroso Azcárraga

director

re-elected

N/A

Mr Juan Carlos Barrabés Cónsul

director

re-elected

N/A

Mr Antonio Francesco Weiss

director

re-elected

N/A

Transaction Details

Acquisition / Disposition

Target: Webster Financial Corporation common shares
Consideration: New Banco Santander shares issued through capital increase
Structure: Share exchange: 1 Webster common share for every 2.0548 newly-issued Banco Santander shares

•Maximum number of Webster common shares to be contributed: 162,940,051
•Issue price per Banco Santander share may not exceed EUR 10.79

Exhibits (1)

6-K

FORM 6-K