![\"\"\/](\"https:\/\/www.europesays.com\/spain\/wp-content\/uploads\/2026\/08\/1786087814_413_image_001.jpg\")
<\/p>\n\u00a0<\/p>\n
\u00a0<\/p>\n
FORM 6-K<\/p>\n
\u00a0<\/p>\n
SECURITIES AND
\nEXCHANGE COMMISSION<\/p>\n
Washington, D.C.
\n20549<\/p>\n
\u00a0<\/p>\n
Report of Foreign
\nIssuer<\/p>\n
\u00a0<\/p>\n
Pursuant to Rule
\n13a-16 or 15d-16 of<\/p>\n
the Securities
\nExchange Act of 1934<\/p>\n
\u00a0<\/p>\n
For the month of
\nAugust, 2026<\/p>\n
\u00a0<\/p>\n
Commission File
\nNumber: 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
\nSantander<\/p>\n
28660 Boadilla
\ndel Monte (Madrid) Spain<\/p>\n
(Address of principal
\nexecutive 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
Form 20-F<\/p>\n
X<\/p>\n
\u00a0
\n Form 40-F
\n \u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Banco Santander,
\nS.A.<\/p>\n
\u00a0<\/p>\n
TABLE OF CONTENTS<\/p>\n
\u00a0<\/p>\n
Item<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u00a0<\/p>\n
1
\n Report of Other Relevant
\n Information dated August 5, 2026<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Item
\n1<\/p>\n
\u00a0<\/p>\n
<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Banco Santander, S.A. (\u201cBanco Santander\u201d
\nor the \u201cBank\u201d), in compliance with the Securities Market legislation, hereby announces the following:<\/p>\n
\u00a0<\/p>\n
OTHER RELEVANT INFORMATION<\/p>\n
\u00a0<\/p>\n
Further to the inside information notice
\ndated 3 February 2026 (registry number 3071) and the other relevant information notice dated 23 April 2026 (registry number 40405),
\nconcerning the acquisition of Webster Financial Corporation (the \u201cAcquisition\u201d), the Bank hereby informs that,
\nafter having obtained the approval from the Office of the Comptroller of the Currency on 12 June 2026 and the authorisation from the
\nEuropean Central Bank on 21 July 2026, on 4 August 2026, it received the approval from
\nthe Board of Governors of the Federal Reserve System of the United States required to complete the Acquisition on the terms
\npreviously announced. The completion of the Acquisition is expected to occur on 20 August 2026.<\/p>\n
\u00a0<\/p>\n
Boadilla del Monte (Madrid), 5 August 2026<\/p>\n
\u00a0<\/p>\n
<\/p>\n
\u00a0<\/p>\n
FORWARD-LOOKING STATEMENTS<\/p>\n
\u00a0<\/p>\n
This communication contains statements that constitute
\n\u201cforward-looking statements\u201d within the meaning of, and subject to the protections of, Section 27A of the Securities Act of
\n1933, as amended (the \u201cSecurities Act\u201d), and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe
\nharbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words
\nsuch as \u201cachieve,\u201d \u201canticipate,\u201d \u201cassume,\u201d \u201cbelieve,\u201d \u201ccould,\u201d \u201cdeliver,\u201d
\n\u201cdrive,\u201d \u201cenhance,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cfocus,\u201d \u201cfuture,\u201d \u201cgoal,\u201d
\n\u201cgrow,\u201d \u201cguidance,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cmight,\u201d \u201cplan,\u201d \u201cposition,\u201d
\n\u201cpotential,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201copportunity,\u201d \u201coutlook,\u201d \u201cshould,\u201d
\n\u201cstrategy,\u201d \u201ctarget,\u201d \u201ctrajectory,\u201d \u201ctrend,\u201d \u201cwill,\u201d \u201cwould,\u201d
\nand other similar words and expressions or the negative of such terms or other comparable terminology. Forward-looking statements include,
\nbut are not limited to, statements about business strategy, goals and objectives, projected financial and operating results, including
\noutlook for future growth, and future share dividends, share repurchases and other uses of capital. These statements are not historical
\nfacts, but instead represent our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside
\nof our control. As forward-looking statements involve significant risks and uncertainties, readers are cautioned not to place undue reliance
\non such statements.<\/p>\n
\u00a0<\/p>\n
Webster Financial Corporation\u2019s (\u201cWebster\u201d) and Banco
\nSantander S.A.\u2019s (\u201cBanco Santander\u201d) actual results, financial condition and achievements may differ materially from
\nthose indicated in these forward-looking statements. Important factors that could cause Webster\u2019s and Banco Santander\u2019s actual
\nresults, financial condition and achievements to differ materially from those indicated in such forward-looking statements include, in
\naddition to those set forth in Webster\u2019s and Banco Santander\u2019s filings with the U.S. Securities and Exchange Commission (the
\n\u201cSEC\u201d): (1) the risk that the cost savings, synergies and other benefits from the acquisition of Webster by Banco Santander
\n(the \u201cTransaction\u201d) may not be fully realized or may take longer than anticipated to be realized, including as a result of
\nchanges in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and
\nregulations and their enforcement, and the degree of competition in the geographic and business areas in which Webster and Banco Santander
\noperate; (2) the failure of the closing conditions in the Transaction agreement by and among Webster, Banco Santander and a wholly-owned
\nsubsidiary of Webster providing for the Transaction to be satisfied, or any unexpected delay in closing the Transaction or the occurrence
\nof any event, change or other circumstances that could delay the Transaction or could give rise to the termination of the Transaction
\nagreement; (3) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending
\nor later instituted against Webster, Banco Santander or the combined company; (4) the possibility that the Transaction does not close
\nwhen expected or at all because the remaining conditions to closing are not received or satisfied on a timely basis or at all; (5) disruption
\nto the parties\u2019 businesses as a result of the announcement and pendency of the Transaction; (6) the costs associated with the anticipated
\nlength of time of the pendency of the Transaction, including the restrictions contained in the definitive Transaction agreement on the
\nability of Webster to operate its business outside the ordinary course during the pendency of the Transaction; (7) risks related to management
\nand oversight of the expanded business and operations of the combined company following the closing\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
of the proposed Transaction; (8) the risk that the integration of Webster\u2019s
\noperations with Banco Santander\u2019s will be materially delayed or will be more costly or difficult than expected or that the parties
\nare otherwise unable to successfully integrate each party\u2019s businesses into the other\u2019s businesses; (9) the possibility that
\nthe Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (10) reputational
\nrisk and potential adverse reactions of Webster\u2019s or Banco Santander\u2019s customers, employees, vendors, contractors or other
\nbusiness partners, including those resulting from the announcement or completion of the Transaction; (11) the dilution caused by Banco
\nSantander\u2019s issuance of additional ordinary shares and corresponding American depositary shares, each representing the right to
\nreceive one of its ordinary shares (\u201cADSs\u201d), in connection with the Transaction; (12) the possibility that any announcements
\nrelating to the Transaction could have adverse effects on the market price of Webster\u2019s common stock and Banco Santander\u2019s
\nordinary shares and ADSs; (13) a material adverse change in the condition of Webster or Banco Santander; (14) the extent to which Webster\u2019s
\nor Banco Santander\u2019s businesses perform consistent with management\u2019s expectations; (15) Webster\u2019s and Banco Santander\u2019s
\nability to take advantage of growth opportunities and implement targeted initiatives in the timeframe and on the terms currently expected;
\n(16) the inability to sustain revenue and earnings growth; (17) the execution and efficacy of recent strategic investments; (18) the impact
\nof global conditions (e.g., an economic downturn; higher volatility in the capital markets; inflation; deflation; changes in demographics,
\nconsumer spending, investment or saving habits; and the effects of the wars in Ukraine and in the Middle East or other hostilities or
\nthe outbreak of public health emergencies on the global economy) and monetary and fiscal policy, particularly on interest rates; (19)
\nchanges in customer behavior; (20) unfavorable developments concerning credit quality; (21) declines in the businesses or industries of
\nWebster\u2019s or Banco Santander\u2019s customers; (22) the possibility that the combined company is subject to additional regulatory
\nrequirements as a result of the proposed Transaction or expansion of the combined company\u2019s business operations following the proposed
\nTransaction; (23) general competitive, political and market conditions and other factors that may affect future returns of Webster and
\nBanco Santander, including changes in asset quality and credit risk; (24) security risks, including cybersecurity and data privacy risks,
\nand capital markets; (25) inflation; (26) the impact, extent and timing of technological changes; (27) capital management activities;
\n(28) competitive product and pricing pressures; (29) the outcomes of legal and regulatory proceedings and related financial services industry
\nmatters; and (30) compliance with regulatory requirements. Any forward-looking statement made in this communication is based solely on
\ninformation currently available to us and speaks only as of the date on which it is made.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Webster and Banco Santander undertake no
\nobligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as
\na result of new information, future developments or otherwise, except to the extent required by law.\u00a0\u00a0These and other
\nimportant factors, including those discussed under \u201cRisk Factors\u201d in Webster\u2019s Annual Report on Form 10-K for the
\nyear ended December 31, 2025, as amended (available at:
\nhttps:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/0000801337\/000080133726000008\/wbs-20251231.htm and https:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/
\n0000801337\/000080133726000011\/wbs-20251231.htm), and Banco Santander\u2019s Annual Report on Form 20-F for the year ended
\nDecember 31, 2025 (available at: https:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/0000891478\/000089147826000030\/san-20251231.htm),
\nas well as Webster\u2019s and Banco Santander\u2019s subsequent filings with the SEC, may cause actual results, performance or
\nachievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking
\nstatements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws,
\nWebster and Banco Santander disclaim any intention or obligation to update or revise any forward-looking statements, whether as a
\nresult of new information, future events, or otherwise.<\/p>\n
\u00a0<\/p>\n
NO OFFER OR SOLICITATION<\/p>\n
\u00a0<\/p>\n
This communication does not constitute an offer
\nto sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale
\nof securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
\nunder the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
\nrequirements of Section 10 of the Securities Act. No investment activity should be undertaken on the basis of the information contained
\nin this communication. By making this communication available, no advice or recommendation is being given to buy, sell or otherwise deal
\nin any securities or investments whatsoever.\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/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 August 5, 2026<\/p>\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
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n","protected":false},"excerpt":{"rendered":"\u00a0 \u00a0 FORM 6-K \u00a0 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 \u00a0 Report of Foreign Issuer \u00a0…\n","protected":false},"author":2,"featured_media":12427,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[121],"tags":[7285,144,26630,26631,26629,21252,7877,7458,838],"class_list":["post-67062","post","type-post","status-publish","format-standard","has-post-thumbnail","category-banco-santander","tag-acquisition","tag-banco-santander","tag-banking-deal","tag-cross-border-merger","tag-federal-reserve-approval","tag-form-6-k","tag-regulatory-approval","tag-san","tag-webster-financial"],"_links":{"self":[{"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/posts\/67062","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/comments?post=67062"}],"version-history":[{"count":0,"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/posts\/67062\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/media\/12427"}],"wp:attachment":[{"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/media?parent=67062"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/categories?post=67062"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/tags?post=67062"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}