![\"\"\/](\"https:\/\/www.europesays.com\/spain\/wp-content\/uploads\/2026\/07\/1785469750_657_image_001.jpg\")
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FORM 6-K<\/p>\n
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SECURITIES AND EXCHANGE COMMISSION<\/p>\n
Washington, D.C. 20549<\/p>\n
\u00a0<\/p>\n
Report of Foreign Issuer<\/p>\n
\u00a0<\/p>\n
Pursuant to Rule 13a-16 or 15d-16 of<\/p>\n
the Securities Exchange Act of 1934<\/p>\n
\u00a0<\/p>\n
For the month of July, 2026<\/p>\n
\u00a0<\/p>\n
Commission File Number: 001-12518<\/p>\n
\u00a0<\/p>\n
Banco Santander, S.A.<\/p>\n
(Exact name of registrant as specified in its
\ncharter)<\/p>\n
\u00a0<\/p>\n
Ciudad Grupo Santander<\/p>\n
28660 Boadilla del Monte (Madrid) Spain<\/p>\n
(Address of principal executive office)<\/p>\n
\u00a0<\/p>\n
Indicate by check mark whether the registrant
\nfiles or will file annual reports under cover of Form 20-F or Form 40-F:<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Banco Santander,
\nS.A.<\/p>\n
\u00a0<\/p>\n
TABLE OF CONTENTS<\/p>\n
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Item<\/p>\n
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\u00a0
\n \u00a0<\/p>\n
1
\n Press Release dated July 30, 2026<\/p>\n
\u00a0<\/p>\n
Item 1<\/p>\n
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Santander announces its intention to
\nlaunch an exchange offer to acquire the outstanding shares of Santander Brazil<\/p>\n
\u00a0<\/p>\n
\u00b7Santander offers a premium of 15% over the reference
\nshare price1 for a total consideration of up to \u20ac1,908 million2.<\/p>\n
\u00a0\u00a0<\/p>\n
\u00b7The consideration will consist of newly issued
\nBanco Santander shares representing up to 1.1% of the share capital today. <\/p>\n
\u00a0\u00a0<\/p>\n
\u00b7The transaction underscores Santander\u2019s
\nconfidence in the potential of its Brazilian subsidiary and enables shareholders in Santander Brazil to become shareholders in one of
\nthe world\u2019s strongest and most profitable financial groups.<\/p>\n
\u00a0<\/p>\n
\u00b7The exchange offer will not be subject to a minimum
\nacceptance condition.<\/p>\n
\u00a0<\/p>\n
\u00b7The transaction is consistent with Santander\u2019s
\ndisciplined capital allocation hierarchy. It is expected to support per-share returns, strengthen the group’s long-term earnings growth
\nand organic capital generation, and have a neutral impact on the group’s capital ratio.<\/p>\n
\u00a0<\/p>\n
\u00b7Santander Brazil will remain listed on the S\u00e3o
\nPaulo stock exchange and, subject to compliance with the applicable requirements, the New York Stock Exchange. <\/p>\n
\u00a0<\/p>\n
Madrid, 30 July 2026 – PRESS RELEASE<\/p>\n
Banco Santander intends to launch an offer to acquire
\nall of Santander Brazil\u2019s issued and outstanding common shares, preferred shares, units and American Depositary Shares (ADSs) that
\nit does not already own, representing approximately 10% of Santander Brazil\u2019s share capital. The transaction is expected to be implemented
\nthrough voluntary and concurrent exchange tender offers in Brazil and the United States.<\/p>\n
\u00a0<\/p>\n
The offer will be voluntary, it does not seek the
\ndelisting of Santander Brazil and is not subject to a minimum acceptance condition. Depending on the results of the offer, Santander Brazil\u2019s
\nADSs may be removed from listing on the New York Stock Exchange and from registration with the U.S. Securities and Exchange Commission
\n(SEC).<\/p>\n
\u00a0<\/p>\n
The exchange offer consideration will consist of
\nnewly issued Banco Santander shares. Santander Brazil shareholders who accept the offer will receive, (i) for each unit or ADS of Santander
\nBrazil, 0.4056 newly issued Banco Santander shares and (ii) for each common share or preferred share1
\nof Santander Brazil, 0.2028 newly issued Banco Santander shares2. The delivery of the shares
\nwill be made in the form of Brazilian Depositary Receipts (BDRs) or ADSs, as applicable, which will be tradable on the S\u00e3o Paulo
\nstock exchange and the New York Stock Exchange, respectively.<\/p>\n
\u00a0<\/p>\n
The offer represents a premium of 15% over the
\nreference share price of a unit of Santander Brazil1. The transaction will involve a maximum of approximately \u20ac1,908 million2.
\nIf all shares held by minority shareholders were tendered into the offer, Banco Santander would issue approximately 156 million new shares,
\nequivalent to approximately 1.1% of its current share capital.<\/p>\n
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1 Based on the closing price as of
\n30 July 2026 of 12.248 euros for a Banco Santander ordinary share, the closing price as of 30 July 2026 of 25.25 Brazilian reais for a
\nSantander Brazil unit as shown in Bloomberg at 10.00 pm CEST, and a BRL\/EUR exchange rate of 5.8461 as of 30 July 2026.<\/p>\n
\u00a0<\/p>\n
2 Based on a Banco Santander ordinary share price of 12.248
\neuros as of 30 July 2026.<\/p>\n
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3 Each Santander Brazil unit is composed
\nof one ordinary share and one preferred share.<\/p>\n
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4 Subject to certain adjustments for
\ncertain events that may occur between the date hereof and the expiration of the offer, including potential dividends, interest on equity
\nand\/or share bonuses paid by Banco Santander and\/or Santander Brazil and\/or stock splits and\/or reverse stock splits by either of them.
\nShare buybacks conducted during such period shall not cause adjustment of the exchange ratio. The exchange offer consideration has been
\ndetermined based on the number of outstanding Santander Brazil shares. Final offer documentation would include customary antidilution
\nprovisions.<\/p>\n
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Corporate Communications
Ciudad Grupo Santander, edificio Arrecife, planta 2
28660 Boadilla del Monte (Madrid)
comunicacion@gruposantander.com
www.santander.com <\/p>\n
1<\/p>\n
![\"\"\/](\"https:\/\/www.europesays.com\/spain\/wp-content\/uploads\/2026\/07\/1785469750_339_image_007.jpg\")
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As part of the transaction, Banco Santander will
\napply for its registration as a foreign issuer and for the registration of its shares for trading in Brazil through a BDR program. Additionally,
\nBanco Santander will seek approval from its general shareholders\u2019 meeting for the corresponding capital increase.<\/p>\n
\u00a0<\/p>\n
The transaction reflects Banco Santander\u2019s
\nconfidence in Brazil and in the growth potential of its business in the country.<\/p>\n
\u00a0<\/p>\n
Ana Bot\u00edn, executive chair of Banco Santander,
\nsaid: \u201cBrazil is one of Santander’s core markets, with strong long-term fundamentals, a large and growing customer base and significant
\nopportunities for profitable growth. This transaction is a further step in our strategy of simplifying the group, while reinforcing our
\nlong-term commitment to Brazil. It is consistent with our capital hierarchy and is expected to be accretive to earnings per share and
\ntangible book value per share, while remaining capital neutral. It also offers minority shareholders in Brazil an attractive premium together
\nwith the opportunity to participate in the value creation of Santander’s global, diversified franchise.\u201d<\/p>\n
\u00a0<\/p>\n
The transaction is fully aligned with Santander’s
\nstrategy of delivering long-term shareholder value creation and meets the group’s disciplined capital allocation framework. It compares
\nfavourably with alternative deployment options, while remaining capital neutral. The transaction is expected to increase earnings per
\nshare by approximately 0.5% from 2028 and tangible book value per share by approximately 0.6%, as well as to generate an attractive return
\non invested capital, based on current market expectations. It is also expected to strengthen the group’s long-term earnings growth and
\nto enhance its capacity for organic capital generation in the years ahead.<\/p>\n
\u00a0\u00a0<\/p>\n
For Santander Brazil\u2019s minority shareholders,
\nthe offer provides an attractive opportunity to realize the value of their investment at a compelling premium to the market price. At
\nthe same time, it enables them to become shareholders in one of the world’s leading diversified financial groups, with a broader earnings
\nbase, resilient profitability and a proven track record of sustainable value creation.<\/p>\n
\u00a0<\/p>\n
Commencement of the offer and the offer itself
\nwill be subject to customary conditions for transactions of this nature, including the obtaining of the relevant regulatory approvals,
\nthe approval by Banco Santander\u2019s General Shareholders\u2019 Meeting of the corresponding capital increase and the absence of any
\nmaterial adverse change.<\/p>\n
\u00a0<\/p>\n
Corporate Communications
Ciudad Grupo Santander, edificio Arrecife, planta 2
28660 Boadilla del Monte (Madrid)
comunicacion@gruposantander.com
www.santander.com <\/p>\n
2<\/p>\n
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IMPORTANT INFORMATION FOR INVESTORS REGARDING
\nTHE PROPOSED TRANSACTION<\/p>\n
In connection with the proposed transaction, Banco
\nSantander, S.A. (\u201cSantander\u201d) will file with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) a Registration
\nStatement on Form F-4 that will include a prospectus and offer to exchange. Santander will also file with the Brazilian Comiss\u00e3o
\nde Valores Mobili\u00e1rios (\u201cCVM\u201d) a Tender Offer Notice (Edital de Oferta P\u00fablica de Aquisi\u00e7\u00e3o)
\nin connection with the transaction and the prospective offer as required under applicable law. INVESTORS AND SECURITY HOLDERS ARE URGED
\nTO READ THE REGISTRATION STATEMENT, PROSPECTUS, OFFER TO EXCHANGE, TENDER OFFER NOTICE AND ALL OTHER RELEVANT DOCUMENTS THAT WILL BE FILED
\nWITH THE SEC AND THE CVM REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
\nAll such documents filed with the SEC will be available free of charge at the SEC\u2019s website at\u00a0\u00a0www.sec.gov and through
\nthe CVM\u2019s website at www.cvm.gov.br.<\/p>\n
\u00a0<\/p>\n
This communication shall not constitute an offer
\nto sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
\nsuch offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
\nThis document is not an offer of securities for sale into the United States, Brazil, Spain, the United Kingdom, Poland, Mexico or elsewhere.
\nNo offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as
\namended, or an exemption therefrom, and no offering of securities shall be made in Brazil, Spain, the United Kingdom, Poland or Mexico
\nexcept pursuant to applicable law.<\/p>\n
\u00a0<\/p>\n
Forward-Looking Statements<\/p>\n
This communication contains \u201cforward-looking
\nstatements,\u201d which may be identified by words like expect, project, anticipate, should, intend, probability, risk, target, goal,
\nobjective, estimate, future and similar expressions and include, but are not limited to, statements that are predictive in nature and
\ndepend upon or refer to future events, conditions, circumstances or the future performance of Santander or Banco Santander (Brasil), S.A.
\n(\u201cSantander Brazil\u201d) or their respective affiliates, including as a result of the implementation of the transactions described
\nherein. These statements are based on management\u2019s current expectations and are inherently subject to uncertainties and changes
\nin circumstance and a number of risks, uncertainties and other important factors may cause actual developments and results to differ materially
\nfrom current expectations.<\/p>\n
\u00a0<\/p>\n
Risks and uncertainties include, among other things:<\/p>\n
\u2022general economic or industry conditions (e.g., an economic downturn; higher volatility in the capital
\nmarkets; inflation; deflation; changes in demographics, consumer spending, investment or saving habits; and the effects of the armed conflicts
\nin Ukraine and the Middle East, or the outbreak of public health emergencies in the global economy) in areas where we have significant
\noperations or investments;<\/p>\n
\u2022exposure to operational risks, including cyberattacks, data breaches, data losses and other security incidents;<\/p>\n
\u2022exposure to market risks (e.g., risks from interest rates, foreign exchange rates, equity prices and new
\nbenchmark indices);<\/p>\n
\u2022potential losses from early loan repayment, collateral depreciation or counterparty risk;<\/p>\n
\u2022political instability in Spain, the UK, other European countries, Latin America and the US;<\/p>\n
\u2022changes in monetary, fiscal and immigration policies and trade tensions, including the imposition of tariffs
\nand retaliatory responses;<\/p>\n
\u2022legislative, regulatory or tax changes (including regulatory capital and liquidity requirements) and greater
\nregulation prompted by financial crises;<\/p>\n
\u2022acquisitions, integrations, divestitures and challenges arising from deviating management\u2019s resources
\nand attention from other strategic opportunities and operational matters;<\/p>\n
\u2022reputational risk and potential adverse reactions of stakeholders, including adverse effects on the market
\nprice of our securities;<\/p>\n
\u2022climate-related conditions, regulations, targets and weather events;<\/p>\n
\u2022uncertainty over the scope of actions that may be required by us, governments and other to achieve goals
\nrelating to climate, environmental and social matters, as well as the evolving nature of underlying science and potential conflicts and
\ninconsistencies among governmental standards and regulations\u00a0;<\/p>\n
\u2022our own decisions and actions, including those affecting or changing our practices, operations, priorities,
\nstrategies, policies or procedures; and<\/p>\n
\u2022changes affecting our access to liquidity and funding on acceptable terms, especially due to credit spread
\nshifts or credit rating downgrade for the entire group or core subsidiaries.<\/p>\n
\u00a0<\/p>\n
Additionally, important factors that could cause
\nSantander\u2019s and Santander Brazil\u2019s actual results, financial condition and achievements to differ materially from those indicated
\nin these forward-looking statements include, in addition to those set forth in Santander\u2019s and Santander Brazil\u2019s filings
\nwith the SEC and the CVM, as applicable:<\/p>\n
\u2022risks related to the proposed transaction, including uncertainties as to whether certain statutory relief
\nunder the U.S. securities laws will be granted, the risk that the conditions to commencement and\/or consummation of the proposed transaction
\nare not received or satisfied on a timely basis or at all, and the risk of Santander Brazil shareholders not tendering their securities
\nin the proposed transaction or otherwise not supporting the terms of the proposed transaction;\u00a0\u00a0<\/p>\n
\u2022the expected timing and likelihood of completion of the transaction, including the timing, receipt and
\nterms and conditions of any required regulatory or shareholder approvals;<\/p>\n
\u2022disruption to the parties\u2019 businesses as a result of the announcement and pendency of the proposed
\ntransaction;<\/p>\n
\u2022the risk that matters relating to the transaction could have adverse effects on the market price of the
\nsecurities of Santander or Santander Brazil;<\/p>\n
\u2022the risk that the transaction could have an adverse effect on the ability of Santander or Santander Brazil
\nto retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers;<\/p>\n
\u00a0<\/p>\n
Corporate Communications
Ciudad Grupo Santander, edificio Arrecife, planta 2
28660 Boadilla del Monte (Madrid)
comunicacion@gruposantander.com
www.santander.com <\/p>\n
3<\/p>\n
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\u00a0<\/p>\n
\u2022the possibility that the proposed transaction may be more expensive to complete than anticipated, including
\nas a result of unexpected factors or events;<\/p>\n
\u2022the dilution caused by Santander\u2019s issuance of additional ordinary shares and corresponding American
\ndepositary shares, each representing the right to receive one of its ordinary shares (\u201cADSs\u201d), or Brazilian Depositary Receipts,
\neach representing the right to receive one of its ordinary shares (\u201cBDRs\u201d), in connection with the proposed transaction; and<\/p>\n
\u2022compliance with regulatory requirements.<\/p>\n
\u00a0<\/p>\n
All such factors are difficult to predict and are
\nbeyond Santander\u2019s and Santander Brazil\u2019s control, including those other risks and uncertainties discussed in (i) Santander\u2019s
\nfilings with the SEC, including the \u201cRisk Factors\u201d and \u201cCautionary Statement Regarding Forward-Looking Statements\u201d
\nsections of Santander\u2019s most recent annual report on Form 20-F and subsequent 6-Ks filed with, or furnished to, the SEC and (ii)
\nSantander Brazil\u2019s filings with the SEC and the CVM, as applicable, including the \u201cRisk Factors\u201d and \u201cForward-Looking
\nStatements\u201d sections of Santander Brazil\u2019s most recent annual report on Form 20-F and subsequent 6-Ks filed with, or furnished
\nto, the SEC and most recent Formul\u00e1rio de Refer\u00eancia filed with the CVM.<\/p>\n
\u00a0<\/p>\n
You can obtain copies of Santander\u2019s and
\nSantander Brazil\u2019s filings, as applicable, with the SEC and the CVM for free at the SEC\u2019s website (www.sec.gov) or at the
\nCVM\u2019s website (ww.cvm.gov.br). Other factors that may cause actual results to differ materially include those that will be set forth
\nin the Registration Statement on Form F-4 and the related Offer to Exchange\/Prospectus, the Solicitation\/Recommendation Statement on Schedule
\n14D-9, the Tender Offer Notice and other tender offer documents to be filed by Santander and Santander Brazil. All forward-looking statements
\nin this communication are qualified in their entirety by this cautionary statement.<\/p>\n
\u00a0<\/p>\n
Our forward-looking statements speak only as at
\nthe date of this communication and are informed by the knowledge, information and views available as at the date of this communication.
\nSantander is not required to update or revise any forward-looking statements, regardless of new information, future events or otherwise.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Corporate Communications
Ciudad Grupo Santander, edificio Arrecife, planta 2
28660 Boadilla del Monte (Madrid)
comunicacion@gruposantander.com
www.santander.com <\/p>\n
4<\/p>\n
SIGNATURE<\/p>\n
\u00a0<\/p>\n
Pursuant to the
\nrequirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
\nthereunto duly authorized.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n Banco Santander, S.A.<\/p>\n
\u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0<\/p>\n
Date:
\n July 30, 2026
\n By:
\n \/s\/ Pedro de Mingo Kaminouchi<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n Name:
\n Pedro de Mingo Kaminouchi<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n Title:
\n Head of Corporate Compliance<\/p>\n
\u00a0<\/p>\n
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