桑坦德银行美股招股说明书(2026-05-27版)

Banco Santander, S.A. % Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities The $% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securitiesof $200,000 liquidation preference each (the “Notes”) are being issued by Banco Santander, S.A. (“Banco Santander”) onJune, 2026 (the “Closing Date”). The Notes will accrue non-cumulative cash distributions (“Distributions”) (i) in respect of the period from (and including)the Closing Date to (but excluding),(after the Closing Date) (the “First ResetDate”) at the rate of% per annum, and (ii)in respect of each period from (and including) the First Reset Date and everyfifth anniversary thereof (each a “Reset Date”) to (but excluding) the next succeeding Reset Date (each such period, a “ResetPeriod”), at the rate per annum equal to the aggregate of% per annum (the “Initial Margin”) and the 5-year UST (asdefined below) for the relevant Reset Period, with such rate per annum converted to a quarterly rate in accordance with marketconvention. Such Distributions will be payable quarterly in arrears on March, June, SeptemberandDecemberof each year (each a “Distribution Payment Date”), commencing on September, 2026. BancoSantander may elect in its sole and absolute discretion, to cancel the payment of any Distribution in whole or in part at any timethat it deems necessary or desirable and for any reason. No such election to cancel the payment of any Distribution (or partthereof) will constitute an Enforcement Event (as defined below). There are no events of default under the Notes. In addition,under the terms of the Base Indenture, as amended and supplemented by the First Supplemental Indenture (as defined below),neither the Trigger Conversion (as defined below) nor the exercise of the Bail-in Power by the Relevant Resolution Authority(both as defined below) or any action in compliance therewith will be an Enforcement Event. The Notes are perpetual. The Notes may be redeemed, in whole but not in part, at the option of Banco Santander on (i)anycalendar day during the six-month period commencing on (and including)to (and including) the First Reset Dateand (ii)any Distribution Payment Date thereafter, in each case at the Redemption Price, as set forth under “Description of theNotes—Redemption and Repurchase—Optional Redemption.” The Notes are also redeemable on or after the Closing Date at theoption of Banco Santander in whole but not in part, at any time, at the Redemption Price, if there is a Capital Event or a TaxEvent (each as defined below), in accordance with Applicable Banking Regulations then in force (including obtaining the priorSupervisory Permission therefor, as required). The Notes are also redeemable after the Closing Date at the option of BancoSantander in whole but not in part, on any date that is a Distribution Payment Date, at the Redemption Price, if 75% or more ofthe initial aggregate Liquidation Preference of the Notes (which, for the avoidance of doubt, includes any additional issuancesissued subsequently and constituting a single series of securities under the Base Indenture, as amended and supplemented by theFirst Supplemental Indenture, as set forth under “Description of Contingent Convertible Capital Securities—AdditionalIssuances” in the accompanying prospectus) have been redeemed or purchased by, or on behalf of, Banco Santander andcancelled, in accordance with Applicable Banking Regulations then in force (including obtaining the prior SupervisoryPermission therefor, as required). In the event of the occurrence of the Trigger Event (as defined below), the Notes are mandatorily and irrevocablyconvertible into newly issued ordinary shares in the capital of Banco Santander (“Common Shares”) at the ConversionPrice (as defined below). Table of Contents The Notes will be issued in minimum denominations of $200,000 and integral multiples of $200,000 in excess thereof. In the event of theliquidation of Banco Santander, prior to the occurrence of the Trigger Event, holders of the Notes will be entitled to receive (subject to the limitationsdescribed herein and in the accompanying prospectus) a liquidation preference of $200,000 per Note (the “Liquidation Preference”), plus any accruedand unpaid Distributions for the then current Distribution Period (as defined below) to (but excluding) the date of payment of such liquidationdistribution (a “Liquidation Distribution”). Unless previously converted into Common Shares as set forth in “Description of the Notes—Conversion Upon Trigger Event” below, the paymentobligations of Banco Santander under the Notes constitute direct, unconditional, unsecured and subordinated obligations (créditossubordinados) ofBanco Santander according to Article 281.1 of the Spanish Insolvency Law (as defined below) and, in accordance with Additional Provision 14.3 ofLaw 11/2015(as defined below) ( but subject to any other ranking that may apply as a result of any mandato