Banco Santander, S.A. (“Santander”) announced today the results, as of 5:00 p.m. (New York City time) on January 14, 2025 (the “Expiration Time”), of its previously announced offers to purchase for cash (the “Offers”) its outstanding 3.496% Senior Preferred Fixed Rate Notes due 2025, 2.746% Senior Non Preferred Fixed Rate Notes due 2025, 5.147% Senior Non Preferred Fixed Rate Notes due 2025 and 1.849% Senior Non Preferred Fixed Rate Notes due 2026 (collectively, the “Notes”) and that it has waived the maximum purchase consideration condition of $2,000,000,000. The Offers were made upon the terms and subject to the conditions set forth in the offer to purchase dated January 7, 2025 (the “Offer to Purchase”) and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).

The following table sets forth the aggregate principal amount of Notes validly tendered and not withdrawn in the Offers at or prior to the Expiration Time:

Acceptance Priority Level

Description of the Notes

CUSIP/ISIN

Principal Amount Outstanding

Aggregate Principal Amount Tendered(1)

Aggregate Principal Amount Accepted(1)

Principal Amount Reflected in Notices of Guaranteed Delivery

1

3.496% Senior Preferred Fixed Rate Notes due 2025

05964HAP0/

US05964HAP01

$1,250,000,000

$585,400,000

$585,400,000

$1,000,000

2

2.746% Senior Non Preferred Fixed Rate Notes due 2025

05971KAE9/

US05971KAE91

$1,500,000,000

$916,400,000

$916,400,000

$1,200,000

3

5.147% Senior Non Preferred Fixed Rate Notes due 2025

05964HAR6/

US05964HAR66

$1,750,000,000

$972,000,000

$972,000,000

—

4

1.849% Senior Non Preferred Fixed Rate Notes due 2026

05964HAL9/

US05964HAL96

$1,500,000,000

$976,800,000

$976,800,000

$200,000

(1)

Excluding principal amounts of Notes tendered using guaranteed delivery procedures.

In addition to the previously announced consideration (the “Consideration”), the Notes validly tendered and accepted for purchase and payment pursuant to the Offers will be entitled to accrued and unpaid interest up to, but not including, the settlement date (the “Accrued Interest”).

In total, $3,450,600,000 aggregate principal amount of Notes have been accepted for purchase (excluding Notes delivered using the guaranteed delivery procedures). Santander expects to pay the Consideration plus Accrued Interest for all Notes validly tendered prior to the Expiration Time and accepted for purchase, including any Notes validly tendered at or prior to 5:00 p.m. (New York City time) on January 16, 2025 using the guaranteed delivery procedures and accepted for purchase, on the settlement date, which is expected to be on or around January 17, 2025.

Any requests for information in relation to the Offers should be directed to Santander US Capital Markets LLC, the Dealer Manager, or D.F. King & Co., Inc., the Information and Tender Agent, whose contact details are listed below:

Santander US Capital Markets LLC

   

D.F. King & Co., Inc.

437 Madison Avenue, 10th Floor

   

48 Wall Street, 22nd Floor

New York, NY 10022

   

New York, New York 10005

United States

   

Toll-Free: +1 (877) 783-5524

Tel (U.S. Toll Free): +1 (855) 404-3636

   

Banks and Brokers Only: +1 (212) 269-5550

Tel (U.S. collect): +1 (212) 350-0660

   

Attention: Michael Horthman

Attn: Liability Management Team

   

Email: SAN@dfking.com

Email: AmericasLM@santander.us

   

Website: https://clients.dfkingltd.com/santander

About Santander

Banco Santander (SAN SM) is a leading commercial bank, founded in 1857 and headquartered in Spain and one of the largest banks in the world by market capitalization. The group’s activities are consolidated into five global businesses: Retail & Commercial Banking, Digital Consumer Bank, Corporate & Investment Banking (CIB), Wealth Management & Insurance and Payments (PagoNxt and Cards). This operating model allows the bank to better leverage its unique combination of global scale and local leadership. Santander aims to be the best open financial services platform providing services to individuals, SMEs, corporates, financial institutions and governments. The bank’s purpose is to help people and businesses prosper in a simple, personal and fair way. Santander is building a more responsible bank and has made a number of commitments to support this objective, including raising €220 billion in green financing between 2019 and 2030. At the end of the third quarter of 2024, Banco Santander had €1.3 trillion in total funds, 171 million customers, 8,100 branches and 208,000 employees.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes statements that constitute forward-looking statements. Such statements can be understood through words and expressions like “will,” “expect,” “project,” “anticipate,” “should,” “intend,” “probability,” “risk,” “target,” “goal,” “objective,” “estimate,” “future,” “commitment,” “commit,” “focus,” “pledge” and similar expressions. They include, but are not limited to, statements regarding the timing and settlement of the Offers. However, risks, uncertainties and other important factors may lead to developments and results that differ materially from those anticipated, expected, projected or assumed in forward-looking statements, including those discussed in the Offer to Purchase under the heading “Risk Factors” and under similar headings in other documents that are incorporated by reference into the Offer to Purchase. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release, and Santander undertakes no obligation to update or revise any forward-looking statements, regardless of new information, future events or otherwise, except as required by applicable law.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Disclaimer

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Offers were made only by, and pursuant to the terms of, the Offer Documents. The Offers were not made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the Offers to be made by a licensed broker or dealer, the Offers were made by the Dealer Manager on behalf of Santander. None of Santander, the Dealer Manager or the Information and Tender Agent or any of their respective directors, employees, officers, agents or affiliates has expressed any opinion about the merits of the Offers or has made any recommendation as to whether or not any qualifying holder should offer to sell its Notes, and no one has been authorized by Santander, the Dealer Manager or the Information and Tender Agent to make any such recommendation.

Investor Gema Navamuel Director, Investor Relations investor@gruposantander.com