Commentary & Deal Flow

Final Books £1.95bn+ (excl JLM). Peak book > £2bn (excl. JLM)

Launched: 7NC6: £750m @ UKT+110bp - Books > £2bn (excl. JLM)
Spread set at: 7NC6: UKT+110bp - Books > £1.5bn (incl. £35m JLM)
Book Update: Books > £1.25bn (incl. £35m JLM)
IPTs: 7NC6: UKT+125a

• Issuer: Banco Santander, S.A.
• LEI: 5493006QMFDDMYWIAM13
• Status and Format: Senior Non Preferred Notes, Reg S, Bearer Form
• Issuer Ratings: A1 (Positive) / A+ (Stable) / A (Stable) (Moody's/S&P/Fitch)
• Expected Issue Ratings: Baa1/A-/A (Moody's/S&P/Fitch)
• Size: £750m
• Denominations: £100k + £100k
• Settlement Date: 28-Apr-26 (T+4)
• Note Type: Fixed-to-Fixed Reset Rate Notes
• Tenor: 7NC6
• Benchmark Reference: UKT 1% 31-Jan-32 (ISIN GB00BM8Z2T38) / HR 113%
• Maturity Date: 28-Apr-33 (7-year)
• Optional Redemption Date: 28-Apr-32 (6-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. Condition 5.07 of the Terms and Conditions of the Instruments applies.
• Coupon: [●]%Fixed, Annual, Act/Act (ICMA) Following Unadjusted, payable in arrear on every Interest Payment Date, from and including the Issue Date to but excluding the Optional Redemption Date. If not redeemed on the Optional Redemption Date, interest on the Instruments will reset to the prevailing 1-year UK Gilt + Initial Margin (converted to an annual basis), from and including the Optional Redemption Date to but excluding the Maturity Date, payable in arrear on the Maturity Date.
• 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
• Waiver of Set-off: No Holder may at any time exercise or claim any Waived Set-Off Rights against any right, claim, or liability the Issuer has or may have or acquire against such Holder, directly or indirectly, howsoever arising (and, for the avoidance of doubt, including all such rights, claims and liabilities arising under or in relation to any and all agreements or other instruments of any sort, whether or not relating to such Instrument) and each Holder shall be deemed to have waived all Waived Set-Off Rights to the fullest extent permitted by applicable law in relation to all such actual and potential rights, claims and liabilities. Notwithstanding the preceding sentence, if any of the amounts owing to any Holder by the Issuer in respect of, or arising under or in connection with the Instruments is discharged by set-off, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Issuer and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Issuer and accordingly any such discharge shall be deemed not to have taken place. (Condition 7 of the Terms and Conditions of the Instruments applies).
• Events of Default: None, save that, in the insolvency, winding up or liquidation of the Issuer, and such order is continuing, Instruments may be accelerated (subject to customary requirements) and, for non-payment, holders may institute proceedings for the insolvency, winding up, liquidation or dissolution of the Issuer. Condition 6.03 of the Terms and Condition of the Instruments applies. Conditions 6.01 and 6.02 are not applicable.
• Contractual Recognition of Bail-in: Contractual acknowledgment of Bail-in Power (Condition 21 of the Terms and Conditions of the Instruments applies).
• Early Redemption: Applicable. Upon the occurrence of TLAC/MREL Disqualification Event, a Tax Event or in the event the Clean-up Percentage has been previously redeemed or repurchased, 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 regulatory approval, if then required).
• Clean-up Call Option: Condition 5.05 of the Terms and Conditions of the Instruments applies (Clean-up Percentage: 75%)
• Tax Event: Condition 5.02 of the Terms and Conditions of the Instruments applies. A Tax Event is deemed to have occurred 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, (b) the Issuer is no longer entitled to claim a deduction in respect of any payments in relation to the 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 Instruments changes.
• Substitution & Variation: Applicable. In the event that a TLAC/MREL Disqualification Event, or a Tax Event occurs and is continuing, the Issuer may substitute all (but not some only) of the Instruments (as the case may be) or modify the terms of all (but not some only) of the 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, 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 (Condition 8 of the Terms and Conditions of the Instruments applies).
• TLAC/MREL Disqualification Event: Condition 5.04 of the Terms and Conditions of the Instruments applies. “TLAC/MREL Disqualification Event” means at any time that all or part of the outstanding nominal amount of the Instruments does not fully qualify as TLAC/MREL-Eligible Instruments of the Issuer and/or the Group, except where such non-qualification (i) is due solely to the remaining maturity of the Instruments being less than any period prescribed for TLAC/MREL-Eligible Instruments by the Applicable TLAC/MREL Regulations as at the Issue Date or (ii) is as a result of the Instruments (as applicable) being bought back by or on behalf of the Issuer or a buy-back of the Instruments which is funded by or on behalf of the Issuer.
• Global Coordinator: Santander (B&D)
• Joint Lead Managers: BMO Capital Markets, Nomura, Lloyds, and Santander
• Hedge Deadline: 13:25 UKT / 14:25 CET
• Fees: The Joint Lead Managers will be paid a fee in connection to the transaction.
• Target Market: Manufacturers target market (MIFID II/UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.
• Advertisement: The Base Prospectus, Supplements and the Final Terms, when published, will be available on the website of the CNMV
• Notes: GBP pricing will be vs mid gilts mark as per ICMA guidelines but hedges are executed vs the DM traders bid side.