Banco Santander, S.A.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Feb 27, 2026
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
| (Mark One) | |
|---|---|
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR | |
| For the fiscal year ending 31 December 2025 | |
| OR | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
| ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
Date of event requiring this shell company report
Commission file number 001-12518
(Exact name of Registrant as specified in its charter)
Kingdom of Spain
(Jurisdiction of incorporation)
Ciudad Grupo Santander
28660 Boadilla del Monte (Madrid), Spain
(address of principal executive offices)
José G. Cantera
Banco Santander, S.A.
Ciudad Grupo Santander -28660 Boadilla del Monte (Madrid), Spain
Tel: +3491 276 92 90
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b) of the Act
| Title of each class | Name of each exchange on which registered | |
|---|---|---|
| American Depositary Shares, each representing the right to receive one Share of Capital Stock of Banco Santander, S.A., par value euro 0.50 each | SAN | New York Stock Exchange |
| Shares of Capital Stock of Banco Santander, S.A., par value euro 0.50 each | Not applicable | New York Stock Exchange * |
| Non-cumulative Preferred Stock Series 6 | SAN PRB | New York Stock Exchange |
| 4.250% Second Ranking Senior Debt Securities due 2027 | SAN27 | New York Stock Exchange |
| 3.800% Senior Non Preferred Fixed Rate Notes due 2028 | SAN28 | New York Stock Exchange |
| 3.306% Senior Non Preferred Fixed Rate Notes due 2029 | SAN29 | New York Stock Exchange |
| 4.379% Senior Non Preferred Fixed Rate Notes due 2028 | SAN28A | New York Stock Exchange |
| 3.490% Senior Non Preferred Fixed Rate Notes due 2030 | SAN30 | New York Stock Exchange |
| 2.749% Tier 2 Subordinated Fixed Rate Notes due 2030 | SAN30A | New York Stock Exchange |
| 1.849% Senior Non Preferred Fixed Rate Notes due 2026 | SAN26 | New York Stock Exchange |
| 2.958% Senior Non Preferred Fixed Rate Notes due 2031 | SAN31 | New York Stock Exchange |
| 4.750% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities | SANP1 | New York Stock Exchange |
| 4.125% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities | SANP2 | New York Stock Exchange |
| 1.722% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2027 | SAN27A | New York Stock Exchange |
| 3.225% Tier 2 Subordinated Callable Fixed-to-Fixed Rate Notes due 2032 | SAN32 | New York Stock Exchange |
| 4.175% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2028 | SAN28B | New York Stock Exchange |
| 5.294% Senior Non Preferred Fixed Rate Notes due 2027 | SAN27B | New York Stock Exchange |
| 6.921% Tier 2 Subordinated Fixed Rate Notes due 2033 | SAN33 | New York Stock Exchange |
| 5.588% Senior Preferred Fixed Rate Notes due 2028 | SAN28C | New York Stock Exchange |
| 6.527% Senior Preferred Callable Fixed-to-Fixed Rate Notes due 2027 | SAN27C | New York Stock Exchange |
| 6.607% Senior Preferred Fixed Rate Notes due 2028 | SAN28D | New York Stock Exchange |
| 6.938% Senior Preferred Fixed Rate Notes due 2033 | SAN33A | New York Stock Exchange |
| 9.625% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities | SANP3 | New York Stock Exchange |
| 9.625% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities | SANP4 | New York Stock Exchange |
| 6.350% Tier 2 Subordinated Fixed Rate Notes due 2034 | SAN34 | New York Stock Exchange |
| Senior Preferred Callable Floating Rate Notes due 2028 | SAN28G | New York Stock Exchange |
| 5.365% Senior Preferred Callable Fixed-to-Fixed Rate Notes due 2028 | SAN28H | New York Stock Exchange |
| 5.439% Senior Preferred Fixed Rate Notes due 2031 | SAN31A | New York Stock Exchange |
| 8.000% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities | SANP5 | New York Stock Exchange |
| Senior Non Preferred Callable Floating Rate Notes due 2028 | SAN28E | New York Stock Exchange |
| 5.552% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2028 | SAN28F | New York Stock Exchange |
| 5.538% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2030 | SAN30B | New York Stock Exchange |
| 5.565% Senior Non Preferred Fixed Rate Notes due 2030 | SAN30C | New York Stock Exchange |
| 6.033% Senior Non Preferred Fixed Rate Notes due 2035 | SAN35 | New York Stock Exchange |
| 4.551% Senior Non Preferred Fixed Rate Notes due 2030 | SAN30E | New York Stock Exchange |
| 5.127% Senior Non Preferred Fixed Rate Notes due 2035 | SAN35A | New York Stock Exchange |
| Senior Non Preferred Floating Rate Notes due 2030 | SAN30D | New York Stock Exchange |
*Banco Santander Shares are not listed for trading, but are only listed in connection with the registration of the American Depositary Shares, pursuant to requirements of the New York Stock Exchange.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report:14,689,319,502 shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, "accelerated filer", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ |
|---|
Emerging growth company☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. Yes☒ No☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
|---|
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17☐Item 18☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒
| Contents | Cross-reference to Form 20-F | Consolidated director's report | Consolidated financial statements | Supplemental information |
This annual report on Form 20-F for the year ended 31 December 2025, includes two parts: (i) consolidated directors’ report, auditor's report and consolidated financial statements, and (ii) supplemental information. Set forth below is a table listing the required items for Form 20-F and the location where the relevant disclosure in this annual report can be found.
CROSS REFERENCE TO FORM 20-F
| Form 20-F item number and caption · Location · Page | |||
|---|---|---|---|
| Presentation of financial and other information | Supplemental information. Section 1 | 916 | |
| Cautionary statement regarding forward-looking statements | Supplemental information. Section 2 | 917 | |
| PART I | |||
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | ||
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | ||
| ITEM 3. | KEY INFORMATION | ||
| Selected financial data | Supplemental information. Section 3 | 919 | |
| A. [Reserved] | |||
| D. Risk factors | Supplemental information. Section 4 | 924 | |
| ITEM 4. | INFORMATION ON THE COMPANY | ||
| A. History and development of the company | General Information | 911 | |
| Acquisitions, dispositions, reorganizations | Note 3. b) to our consolidated financial statements | 667 | |
| Capital increases | Note 31 to our consolidated financial statements | 745 | |
| Recent events | Note 1. g) to our consolidated financial statements | 641 | |
| Supplemental information. Section 14 | 1017 | ||
| B. Business overview | Directors' report. Economic and financial review | 409 | |
| Selected statistical information | Supplemental information. Section 5 | 961 | |
| Note 6 to our consolidated financial statements | 685 | ||
| Note 10 to our consolidated financial statements | 689 | ||
| Note 20 to our consolidated financial statements | 707 | ||
| Note 21 to our consolidated financial statements | 707 | ||
| Competition in Spain | Supplemental information. Section 9 | 979 | |
| Supervision and regulation | Supplemental information. Section 10 | 981 | |
| Note 1.e) to our consolidated financial statements | 639 | ||
| C. Organizational structure | Appendix I, II and III to our consolidated financial statements | 869 | |
| Note 1.a) to our consolidated financial statements | 636 | ||
| D. Property, plants and equipment | Note 16 to our consolidated financial statements | 700 | |
| Directors' report. Economic and financial review. Section 5.4 (for number of branches in segments and units) | 483 | ||
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | Supplemental information. Section 13 | 1014 |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | ||
| A. Operating results | Directors' report. Economic and financial review. Sections 4 and 5 | 420 | |
| Supplemental information. Section 6 | 977 | ||
| B. Liquidity and capital resources | Directors' report. Economic and financial review. Section 4.4 and 4.5 | 441 | |
| Supplemental information. Section 7 | 978 | ||
| Note 35 to our consolidated financial statements | 749 | ||
| C. Research and development, patents and licenses, etc. | Note 18 to our consolidated financial statements | 705 | |
| Directors' report. Economic and financial review. Section 7 | 509 | ||
| Contents | Cross-reference to Form 20-F | Consolidated director's report | Consolidated financial statements | Supplemental information |
| Form 20-F item number and caption · Location · Page | |||
|---|---|---|---|
| D. Trend information | Directors' report. Economic and financial review. Section 10 | 537 | |
| E. Critical accounting estimates | Note 1c) to our consolidated financial statements | 638 | |
| Note 2 to our consolidated financial statements | 641 | ||
| Note 17 to our consolidated financial statements | 703 | ||
| Note 18 to our consolidated financial statements | 705 | ||
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | ||
| A. Directors and senior management | Directors' report. Corporate governance. Section 4 and 5 | 274 | |
| B. Compensation | Note 5 to our consolidated financial statements | 672 | |
| Directors' report. Corporate governance. Section 6 | 326 | ||
| C. Board practices | Directors' report. Corporate governance. Section 4.2 to 4.10 | 283 | |
| D. Employees | Supplemental information. Section 8 | 978 | |
| E. Share ownership | Supplemental information. Section 13 | 1014 | |
| F. Disclosure of a registrant's action to recover erroneously awarded compensation · None | |||
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | ||
| A. Major shareholders | Directors' report. Corporate governance. Section 2.3 and 2.4 | 261 | |
| B. Related party transactions | Notes 5.f) to our consolidated financial statements | 672 | |
| Note 53 to our consolidated financial statements | 828 | ||
| Directors' report. Corporate governance. Section 4.12 | 322 | ||
| ITEM 8. | FINANCIAL INFORMATION | ||
| A. Consolidated statements and other financial information | |||
| Financial statements | Consolidated financial statements | 607 | |
| Legal proceedings | Note 25 to our consolidated financial statements | 715 | |
| Shareholders remuneration | Supplemental information. Section 11 | 1002 | |
| Directors' report. Corporate governance. Section 3.3 | 269 | ||
| Note 4 to our consolidated financial statements | 670 | ||
| B. Significant changes | Not applicable | - | |
| ITEM 9. | THE OFFER AND LISTING | ||
| A. Offer and listing details | Supplemental information. Section 12 | 1002 | |
| C. Markets | Supplemental information. Section 12 | 1002 | |
| Directors' report. Corporate governance. Section 2.6 | 265 | ||
| ITEM 10. | ADDITIONAL INFORMATION | ||
| B. Memorandum and articles of association | Supplemental information. Section 13 | 1005 | |
| Directors' report. Corporate governance. Sections 2.1 and 2.2 | 260 | ||
| Directors' report. Corporate governance. Sections 3.2; 3.3; 3.4 and 3.5 | 268 | ||
| Directors' report. Corporate governance. Sections 4.2 and 4.3 | 283 | ||
| Directors' report. Corporate governance. Section 4.12 | 322 | ||
| Directors' report. Corporate governance. Section 6 | 326 | ||
| C. Material contracts | Supplemental information. Section 13 | 1008 | |
| D. Exchange controls | Supplemental information. Section 13 | 1009 | |
| E. Taxation | Supplemental information. Section 13 | 1009 | |
| H. Documents on display | Supplemental information. Section 13 | 1014 | |
| Contents | Cross-reference to Form 20-F | Consolidated director's report | Consolidated financial statements | Supplemental information |
| Form 20-F item number and caption · Location · Page | |||
|---|---|---|---|
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | Directors' report. Risk management and compliance. Section 3 | 568 |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | ||
| D. American Depositary Shares | Supplemental information. Section 12 | 1002 | |
| PART II | |||
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | Not applicable | - |
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | Not applicable | - |
| ITEM 15. | CONTROLS AND PROCEDURES | Supplemental information. Section 15 | 1017 |
| ITEM 16 | [Reserved] | ||
| A. Audit committee financial expert | Directors' report. Corporate governance. Section 4.5 | 298 | |
| B. Code of ethics | Directors' report. Risk management and compliance. Section 6.2 | 588 | |
| Directors' report. Corporate governance. Section 8.1 | 361 | ||
| C. Principal accountant fees and services | Note 47. b) to our consolidated financial statements | 781 | |
| Supplemental information. Section 15 | 1017 | ||
| D. Exemptions from the listing standards for audit committees | Not applicable | - | |
| E. Purchases of equity securities by the issuer and affiliated purchasers | Supplemental information. Section 12 | 1002 | |
| F. Change in registrant’s certifying accountant | Not applicable | - | |
| G. Corporate governance | Supplemental information. Section 16 | 1019 | |
| H. Mine safety disclosure | Not applicable | - | |
| I. Disclosure regarding foreign jurisdictions that prevent inspections | Not applicable | - | |
| J. Insider trading policies | Supplemental information. Section 13.9 | 1017 | |
| Supplemental information. Section 17. Exhibit 11.1 | 1022 | ||
| K. Cybersecurity | Directors' report. Sustainability statement. Section 3.3.3 | 91 | |
| Directors' report. Corporate governance. Sections 4 and 5 | 274 | ||
| Directors' report. Economic and financial review. Section 7 | 509 | ||
| Directors' report. Risk management and compliance. Section 5 | 582 | ||
| Supplemental information. Section 13.8 | 1016 | ||
| PART III | |||
| ITEM 17. | FINANCIAL STATEMENTS | Consolidated financial statements | 607 |
| ITEM 18. | FINANCIAL STATEMENTS | Consolidated financial statements | 607 |
| ITEM 19 | EXHIBITS | Supplemental information. Section 17 | 1022 |
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