Santander Cuts Capital by Cancelling 150,595,100 Treasury Shares
Key Facts
Banco Santander registered a capital reduction in Spain’s Commercial Registry on 11 November 2026 by cancelling 150,595,100 treasury shares, according to a notice from Spain’s securities regulator, the CNMV. The notice dates the public deed on the capital reduction and amendment to the articles of association to 6 November. The bank said the cancellation reduced capital by 75,297,550 euros. The move followed the bank’s purchase of the cancelled shares under a buyback program completed in 2026. Santander said the purpose of the capital reduction was to cancel the shares it bought under the program, thereby increasing earnings per share.
The buyback program was valued at 1.825 billion euros, the amount at which it reached its limit, and the bank bought a total of 150,595,100 shares under it. The repurchased shares represented about 1.03% of the bank’s capital, according to Santander’s filing with the U.S. Securities and Exchange Commission. After the shares were cancelled, capital was set at 7,202,943,850.50 euros. The new capital consists of 14,405,887,701 shares, each with a nominal value of 0.50 euros. This means the number of shares and registered capital fell after the cancellation of shares held by the bank, without any cash contributions being returned to shareholders.
The bank said the cancelled shares were treasury shares it had repurchased and that the capital reduction did not involve returning cash contributions to shareholders. It said cancelling the shares acquired under the program increases earnings per share because earnings are distributed across a smaller number of shares. The cancellation concludes the buyback step insofar as it cancels the shares accumulated under the program. The bank’s figures show that the cancelled shares represented about 1.03% of capital. The stated effect concerns the number of shares and earnings per share, while the filing did not specify any cash amount to be returned to shareholders.
The capital reduction registered in November follows an earlier reduction in September 2026, when Santander cancelled 462,683,139 shares. The capital transaction register after that reduction showed 14,556,482,801 shares and capital of 7,278,241,400.50 euros. Before the September reduction, the bank had issued 329,846,438 shares on 20 August 2026 as part of its acquisition of Webster. These transactions place the Webster deal share issuance, followed by the September reduction and the current cancellation, in a sequence of registered capital changes during that period. The bank’s register thus reflects successive share issuances and cancellations, without changing the purpose it stated for the current reduction: cancelling treasury shares bought under the buyback program.
After registering the deed of reduction and the amendment to article 5 of its articles of association, Santander said it would seek to delist the cancelled shares from the Spanish and foreign trading venues where its shares are listed. It will also seek to cancel the book-entry records for the shares with the relevant authorities. The bank said these steps would follow registration. The subsequent process therefore involves not only amending registered capital, but also updating the status of the cancelled shares on trading venues and in their book-entry records. Santander shares closed at 12.56 dollars on 10 November 2026, according to EL7 data.