Business Context and Reporting Period
This Form 6-K filing by Banco Santander, S.A. (the "Bank") dated February 25, 2026, serves as a notice of the Ordinary General Shareholders' Meeting. The meeting is scheduled to be held exclusively by remote means on March 27, 2026 (second call), following a first call on March 26, 2026. The filing details the agenda, participation procedures, and corporate governance matters for the 2025 financial year.
Key Financial Metrics
The filing text does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures for the 2025 period. It references the availability of the "Annual accounts and management reports of Banco Santander, S.A. and of its consolidated group for 2025" on the corporate website but does not summarize the numerical results within this document.
Material Changes and Agenda Items
The filing outlines several material corporate actions proposed for shareholder approval:
- Share Capital Reduction: Authorization to reduce share capital by up to 663.2 million euros (cancelling up to 1.33 billion own shares) and up to 734.5 million euros (cancelling up to 1.47 billion own shares).
- Share Capital Increase: Authorization to increase share capital by up to 3.67 billion euros via cash contributions and up to 10 billion euros via convertible securities.
- In-Kind Contribution: A specific capital increase of 167.4 million euros through the issuance of new shares in exchange for common shares of Webster Financial Corporation.
- Board Composition: Appointment of Ms. Deborah Vieitas and re-election of Ms. Sol Daurella, Ms. Gina Díez Barroso, Mr. Carlos Barrabés, and Mr. Antonio Weiss.
- Remuneration: Approval of the directors' remuneration policy and the maximum ratio between fixed and variable components for executive directors.
Guidance, Outlook, and Risks
Management Commentary: Management justifies the exclusive remote format of the meeting based on high shareholder engagement in the 2025 virtual meeting (98.7% average support), equal treatment of geographically diverse shareholders, robust security technology, and alignment with sustainability goals by reducing travel emissions.
Risks and Contingencies: The filing notes that physical access to the registered office in Santander may be unavailable due to ongoing refurbishment works, directing shareholders to a temporary office or the website for document access. The Bank also disclaims liability for technical failures, overloads, or connection issues that may prevent remote participation.
Investor Verification Checklist
- Verify the record date for share registration (March 20, 2026) to ensure eligibility for participation and voting.
- Confirm the specific terms of the Webster Financial Corporation share exchange under Agenda Item 6C.
- Review the full 2025 Annual Accounts and Management Reports on the corporate website for detailed financial performance not included in this notice.
- Check the Electronic Shareholders' Forum for any minority proposals or alternative resolutions submitted by other shareholders.
- Ensure access credentials for the General Shareholders' Meeting Platform are active prior to the March 25, 2026 deadline for electronic proxy submission.