Commentary & Deal Flow

Launched: 12NC7: €1bn @ MS+135bp - Books above €3.3bn
Book Update: Books above €2.5bn
IPTs: 12NC7: MS+170a

• Issuer: Banco Santander, S.A.
• LEI: 5493006QMFDDMYWIAM13
• Status and Format: Tier 2 Subordinated Instruments, Reg S, Bearer Form
• Issuer Ratings: A1/A+/A (Moody's/S&P/Fitch)
• Expected Issue Ratings: Baa2/BBB+/BBB+ (Moody's/S&P/Fitch)
• Size: €1bn
• Denominations: €100k + €100k
• Settlement Date: 22-Apr-26 (T+5)
• Tenor: 12NC7
• Maturity Date: 22-Apr-38 (12 year)
• Optional Redemption Date: 22-Apr-33 (7-year) one-time call option, at par, in whole and not in part, at the Issuer’s discretion subject to the prior consent of the Regulator and/or the Relevant Resolution Authority if and as required therefor under Applicable Banking Regulations and may only take place in accordance with Applicable Banking Regulations in force at the relevant time.
• Coupon: [●]% for the interest periods from and including the Issue Date to but excluding the Optional Redemption Date, payable annually in arrear on every Interest Payment Date. If the Notes are not redeemed, interest payable on the Notes shall be reset on the Reset Date to a rate per annum for the period from and including the Reset Date to but excluding the Maturity Date, equal to the aggregate of [●]bps (the “Initial Spread”) and the prevailing 5-year Mid Swap.
• Listing: AIAF Fixed Income Market (AIAF Mercado de Renta Fija)
• Governing Law: Spanish law.
• Docs: Off Base Prospectus of Issuer’s EMTN Programme for the Issuance of Debt Instruments dated 12-Mar-26, as supplemented from time to time.
• Waiver of Set-off: Condition 7 of the Terms and Conditions of the Instruments applies.
• Early Redemption Events: Upon the occurrence of a Capital Disqualification Event, in the event the Clean-up Percentage has been previously redeemed or repurchased, or a circumstance giving rise to the right of the Issuer to redeem the Instruments for taxation reasons under Condition 5.02 the Issuer has the right to redeem all, but not some only, of the Instruments at their principal amount, together with any accrued and unpaid interest (subject to the prior consent of the Regulator and/or the Relevant Resolution Authority if and as required therefor under the Applicable Banking Regulations and may only take place in accordance with Applicable Banking Regulations in force at the relevant time).
• Capital Disqualification Event: Condition 5.03 of the Terms and Conditions of the Instruments applies. Capital Disqualification Event means a change in Applicable Banking Regulations, in any other regulations applicable in the Kingdom of Spain or in the application or official interpretation thereof that results or is likely to result in any of the outstanding aggregate nominal amount of the relevant Tier 2 Subordinated Instruments ceasing to be included in, or counting towards, the Group’s or the Issuer’s Tier 2 Capital.
• Early Redemption for Taxation Reasons: Condition 5.02 of the Terms and Conditions of the Instruments applies. The Issuer may elect to redeem the Instruments if, as a result of a change in, or amendment to, the laws or regulations of a Relevant Jurisdiction, including any treaty to which such Relevant Jurisdiction is a party, or any change in the application or interpretation of any such laws or regulations, including a decision of any court or tribunal, which change or amendment becomes effective on or after the Issue Date of the Instruments, (a) in making any payments on the Instruments, the Issuer has paid or will or would be required to pay additional amounts as provided in Condition 9 or (b) the Issuer is no longer entitled to claim a deduction in respect of any payments in relation to the Tier 2 Subordinated Instruments in computing its taxation liabilities or the value of such deduction to the Issuer would be materially reduced, or (c) the applicable tax treatment of the Tier 2 Subordinated Instruments changes.
• Substitution and variation of the Instruments: In the event that a Capital Disqualification Event, a TLAC/MREL Disqualification Event or a circumstance giving rise to the right of the Issuer to redeem the Tier 2 Subordinated Instruments for taxation reasons under Condition 5.02 occurs and is continuing, the Issuer may substitute all (but not some only) of the Tier 2 Subordinated Instruments (as the case may be) or modify the terms of all (but not some only) of the Tier 2 Subordinated Instruments (as the case may be), without any requirement for the consent or approval of the Holders, so that they are substituted for, or varied to, become, or remain Qualifying Instruments (Conditions 8 and 15 of the Terms and Conditions of the Instruments apply), subject to obtaining the prior consent of the Regulator and/or the Relevant Resolution Authority if and as required therefor under Applicable Banking Regulations and in accordance with Applicable Banking Regulations in force at the relevant time).
• Selling Restrictions: As per Base Prospectus. Reg S Compliance Category 2; TEFRA D (no communication with or into the US); no sales into Canada.
• Clean-Up Redemption: Condition 5.05 of the Terms and Conditions of the Instruments applies (Clean-up Percentage: 75%).
• Global Coordinator: Santander (B&D)
• Joint Lead Managers: Commerzbank, Crédit Agricole CIB, ING, Natixis, Nomura, Santander (B&D), Societe Generale and UniCredit
• Timing: Books close at 10.45UKT/11.45CET. Allocations and pricing this afternoon.
• Fees: The Joint Lead Managers will be paid a fee in connection to the transaction.
• Target Market: Manufacturers’ target market (MiFID II product governance / UK MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No EU PRIIPs key information document (EU KID) has been prepared as the manufacturers should not be characterized as making available to retail investors in the EEA any packaged securities for PRIIPs purposes. No UK PRIIPs key information document (UK KID) has been prepared as the manufacturers should not be characterized as making available to retail investors in the UK any packaged securities for UK PRIIPs purposes.
• Advertisement: The Base Prospectus, Supplements (if any) and the Final Terms, when published, will be available on the website of the CNMV https://www.cnmv.es/portal/home